Statsure Diagnostic Systems, Inc. - Current report filing (8-K)
October 22 2007 - 12:46PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the
Securities Exchange Act of 1934
Date
of
Report (Date of earliest event reported): October 22, 2007
StatSure
Diagnostic Systems, Inc.
(Exact
name of Registrant as specified in its charter)
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Delaware
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(State
or other jurisdiction of
incorporation)
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000-21284
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91-1549305
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(Commission
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(IRS
Employer
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File
Number)
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Identification
No.)
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1881
Worcester Rd. #200, Framingham, MA.
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01701
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(Address
of principal executive offices)
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(Zip
Code)
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508.872.2625
(Registrant’s
telephone number, including area code)
Saliva
Diagnostic Systems, Inc.
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
ITEM
3.02. Unregistered Sales of Equity Securities.
On
October 17, 2007 the Registrant received a $500,000 financing from Inverness
Medical Innovations, Inc. The financing consists of a purchase of 1,428,572
common shares at a price of 35 cents per share. Additionally, Inverness received
5 year warrants to purchase up to an additional 1.1 million shares of the
Company's stock at a price of 75 cents per share. In connection with this
financing, the Company and Inverness signed two additional agreements. First,
the two companies signed an agreement whereby Inverness acquired an option
to
the exclusive, worldwide marketing and distribution rights to certain infectious
disease diagnostic tests developed by StatSure that may utilize specified
Inverness and/or StatSure intellectual property. If exercised by Inverness,
the
option provides for StatSure and Inverness to equally share development expenses
and profits. StatSure and Inverness also entered into a license agreement
whereby Inverness granted to StatSure a license to certain Inverness lateral
flow patents for use in a rapid test to detect HIV antibodies in point-of-care
markets subject to payment of royalties to Inverness. This license pertains
to
HIV tests using formats other than the StatSure's "barrel format" which is
already being sold by Inverness and awaiting a CLIA Waiver from the
FDA.
ITEM
7.01. Regulation FD Disclosures.
On
October 17, 2007, the Company issued the press release titled “
StatSure
Signs Strategic Financing and License Deals with Inverness Medical
Innovations
”
included herein as Exhibit 99.1.
In
accordance with General Instruction B.2 of Form 8-K, the information in this
Current Report on Form 8-K shall not be deemed “filed” for the purpose of
Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed
incorporated by reference in any filing. This Current Report on Form 8-K does
not constitute a determination of whether any information included herein is
material.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Saliva
Diagnostic Systems, Inc.
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Date:
October
22, 2007
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By:
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/s/
Steven Peltzman
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Steven
Peltzman
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Chief
Executive Officer
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