VGLS VG Life Sciences Inc (PK)

UNITED STATES

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 EARLIEST EVENT REPORTED—May 21, 2015

 

VG LIFE SCIENCES INC.

(Exact name of Registrant as specified in its charter)

 

DELAWARE (State or other jurisdiction of incorporation)

000-26875 (Commission File Number)

33-0814123 (IRS Employer Identification Number)

 

121 Gray Avenue, Suite 200

Santa Barbara, CA 93101

(Address of Principal Executive offices)

 

(805) 879-9000

(Registrant’s telephone number, including area code)

 

N/A

(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:

 

[_] Written communications pursuant to Rule 425 under the Securities Act

 

[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

 

 

 

ITEM 1.01.     ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

 

As previously disclosed, effective July 2013 and amended in September 2014, we entered into a Patent License Agreement with S&W regarding certain intellectual property and patents developed or co-developed by Dr. M. Karen Newell for her employer, Texas A&M University Hospital Science Center, or HSC. HSC has previously granted S&W the exclusive right to market and license these rights. Under the Patent License Agreement, S&W granted us an exclusive license under the patent rights and intellectual property to make, have made, use and sell the licensed products worldwide and in all applications, to the end of the patent term. The U.S. and international provisional patent rights include MHC Engagement and CLIP Modulation for the Treatment of Disease, CLIP Modulation for the Treatment of Mucosal Diseases, Cancer Biomarkers, Therapeutics and Methods and Products For Treating Preeclampsia and Modulating Blood Pressure, and Treating Neurological Diseases.

 

We were required to make an initial $50,000 payment to S&W, and were obligated to make royalty payments to S&W of 3% of net sales in developed countries and 0.5% of net sales in underdeveloped countries, of licensed products or services requiring their use, subject to adjustment as defined in the agreement. In consideration for Amendment 1 dated September 9, 2014, we were required to make an additional payment of $25,000 to S&W. Additionally, in order to maintain the license, we were required to pay S&W minimum annual consideration of $20,000, in combination with the aforementioned royalties. Both the $25,000 additional payment and $20,000 minimum annual consideration for calendar year 2014 were due on January 1, 2015, however we defaulted on such payments. As a result, we received notice of termination dated March 10, 2015, which resulted in termination under the Amended Patent License Agreement on May 9, 2015. S&W has the right under the Amended Patent License Agreement to charge daily interest on overdue payments commencing on the 31^st day after the payment is due at the lower of either one and a half percent per month or the highest legal interest rate.

 

Effective January 1, 2015, on May 21, 2015, we reinstated the Amended Patent License Agreement with S&W after its termination. In consideration for the reinstatement of the Amended Patent License Agreement, we are required to pay $45,000 no later than June 15, 2015. If S&W does not receive payment of $45,000 and an annual due diligence report in accordance with Section 5.2(b) of the Amended Patent License Agreement, by June 15, 2015, the Amended Patent License Agreement will automatically terminate on June 15, 2015, with no further notice required by S&W. Upon termination, all rights granted by the Amended License Agreement will revert back to S&W.

 

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

 

Exhibit No.	Description
10.1	Reinstatement of the Amended Patent License Agreement between Scott & White Healthcare and VG Life Sciences Inc., dated May 21, 2015.

 

 

 

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	VG LIFE SCIENCES, INC.
Date: May 21, 2015	By: /s/ John Tynan
	Name: John Tynan
	Title: Chief Executive Officer

Exhibit 10.1

 

REINSTATEMENT OF LICENSE AGREEMENT BETWEEN VG LIFE SCIENCES, INC., AND SCOTT & WHITE HEALTHCARE

 

This is a reinstatement of the license agreement between VG Life Sciences, Inc. ("LICENSEE'') and Scott & White Healthcare ("S&W”) dated July 18, 2013 (the “Agreement"), as amended by a first amendment to the Agreement (“Amendment No. 1”) dated September 9, 2014, under which the Agreement was amended to include additional technology and new terms to the license (the Agreement, together with Amendment No. 1, the “Amended Agreement”). LICENSEE and S&W are each individually a "Party" and collectively "the Parties."

 

WHEREAS, in consideration for entering into the Amendment No. 1, the LICENSEE was obligated to pay an additional fee of twenty-five thousand dollars ($25,000.00) to S&W no later than January 1, 2015 (the “Amendment License Fee”).

 

WHEREAS, LICENSEE, under the Amendment No. 1, was obligated to pay an Minimum Annual Consideration of twenty thousand dollars ($20,000) to S&W due January 1, 2015 (the “2014 Minimum Consideration”).

 

WHEREAS, LICENSEE failed to pay both the Amendment License Fee and the 2014 Minimum Consideration by January 1, 2015.

 

WHEREAS, in accordance with the terms of Amendment No. 1, the Amended Agreement automatically terminated upon LICENSEE’s failure to pay the Amendment License Fee by January 1, 2015.

 

WHEREAS, LICENSEE now wishes to have the Amended Agreement reinstated, and to pay all the outstanding fees due to S&W.

 

WHEREAS, S&W is willing to accept the late payments for the Amendment License Fee and the 2014 Minimum Consideration (collectively, “Late Payments”) to reinstate the Amended Agreement.

 

NOW, THEREFORE, in consideration of the premises, the mutual covenants contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

 

A. Except to the extent specifically provided for in this Reinstatement, all capitalized terms used in this Reinstatement shall have the meanings given thereto in the Amended Agreement.

 

B. The Parties agree that, upon execution of this Reinstatement by both Parties, the Amended Agreement shall be reinstated in its entirety, the reinstatement being effective as of January 1, 2015 (the “Reinstatement Date”). All terms of the Amended Agreement shall be in full force and effect as of the Reinstatement Date. Following execution of this Reinstatement by both Parties and LICENSEE’s submission of an annual diligence report to S&W in accordance with Section 5.2(b) of the Amended Agreement, both Parties shall be deemed to be in compliance with the terms of the Amended Agreement

 

C. In consideration for the agreement to reinstate the Amended Agreement, LICENSEE shall pay S&W all Late Payments, in the amount of forty-five thousand dollars ($45,000), upon execution of this Reinstatement and in no event later than June 15, 2015 (the “Late Payment Date”).

 

 

 

D. In the event S&W does not receive all Late Payments, in the amount of forty-five thousand dollars ($45,000) and an annual diligence report in accordance with Section 5.2(b) of the Amended Agreement, by June 15, 2015, the Amended Agreement shall automatically terminate on June 15, 2015, with no further notice required from S&W, and all rights granted to LICENSEE under the Amended Agreement shall revert to S&W.

 

E. This Reinstatement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, LICENSEE and S&W have entered into the Reinstatement, effective as of January 1, 2015.

 

 

SCOTT & WHITE HEALTHCARE		VG LIFE SCIENCES, INC.
By: /s/ Patricia M. Currie		By: /s/ John P. Tynan
Name: Patricia M. Currie		Name: John P. Tynan
Title: President/Chief Operating Officer		Title: President & CEO
Date: 5/21/15		Date: 5/21/2015