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 Report (Date of earliest event reported): December 31, 2005
NuWay Medical, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 000-19709 65-0159115
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2603 Main Street, Suite 1155, Irvine, CA 92614
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 235-8062
Not Applicable
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(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 (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17CFR 240.13e-4(c))
1
Item 1.01 Entry into a Material Definitive Agreement.
On December 31, 2005, NuWay Medical, Inc. (the "Company") executed a
Marketing and Licensing Agreement ("M&L Agreement") with IOWC Technologies,
Inc., a federally registered Canadian corporation ("IOWC"), and Kenneth Reay
Code, ("Code"), an individual (collectively referred to as "BioLargo"). Pursuant
to the M&L Agreement the Company, through its wholly-owned subsidiary BioLargo
Life Technologies, Inc., a California corporation ("BLTI") acquired certain
rights ("Rights") from BioLargo to develop, market, sell and distribute products
that were developed, and are in development, by BioLargo.
BioLargo also assigned to BLTI its rights and obligations in its license
agreements with BioLargo, LLC and Food Industry Technologies, Inc., as well as
its rights set forth in a letter of intent with GTS Research, Inc.
(collectively, the "Assigned Agreements"). The M&L Agreement provides that the
Company is to receive any and all royalties, payments, license fees, and other
consideration generated by the Assigned Agreements. As part of the assignment,
IOWC has agreed to transfer its 20% interest in BioLargo, LLC.
In consideration of the Rights and the Assigned Agreements, the Company
has agreed to issue IOWC a total of 38% of its common stock.
The parties further agreed to enter into additional agreements in
furtherance of the July 2005 letter of intent between the Company and IOWC,
including (i) an asset purchase agreement ("Asset Purchase Agreement") whereby
the Company would acquire the two U.S. patents held by IOWC, (ii) a research and
development agreement ("R&D Agreement") with a company to be managed and
controlled by Mr. Code, and (iii) an employment agreement ("Employment
Agreement") with Mr. Code. In consideration of the Asset Purchase Agreement, the
Company has agreed to issue IOWC an additional one percent of its common stock.
In consideration of the R&D Agreement and Employment Agreement the Company has
agreed to issue to Mr. Code 17.6% of its common stock.
The Company intends to enter into the Employment Agreement with Mr. Code
in the near future. The Employment Agreement is anticipated to provide that Mr.
Code will be appointed Chief Technology Officer of BLTI, and receive a monthly
salary of $15,400. The Company is required to obtain the approval of its
stockholders prior to the issuance of the common stock to IOWC required in the
M&L Agreement. In the event that the Company's stockholders do not approve the
issuance of stock, the M&L Agreement shall terminate, and all rights granted to
the Company and its subsidiary BLTI shall revert to BioLargo.
Item 3.02 Unregistered Sales of Equity Securities
On December 31, 2005, the Company sold an aggregate amount of $299,500 of
its promissory notes ("Notes") due and payable January 31, 2007 to twelve
individual investors. Each Note bears interest at a rate of 10% per annum, and
can be converted, in whole or in part, into shares ("Shares") of the common
stock (the "Common Stock") of the Company, at an initial conversion price of
$0.025 per share.
2
The Notes may not be converted by either the Company or the holder unless
and until each of the following events has first occurred: (i) the Company's
stockholders have approved an increase in the number of shares of common stock
authorized by the Company's Certificate of Incorporation in an amount not less
than the amount required to permit all warrants issued in this series to be
converted into shares of the Company's Common Stock as provided herein, at a
validly held meeting of stockholders at which a quorum is present and acting
throughout; and (ii) the Company has filed with the Secretary of State of State
of Delaware a Certificate of Amendment to the Company's Certificate of
Incorporation to amend its Certificate of Incorporation to increase the number
of shares of common stock authorized by the Company's Certificate of
Incorporation.
Purchasers of the Notes will receive, for no additional consideration, a
stock purchase warrant (the "Warrant") entitling the holder to purchase a number
of Shares of Common Stock equal to the number of Shares of Common Stock into
which the Note is convertible. The Warrant is exercisable at an initial price of
$0.05 per Share and will expire on January 31, 2008.
These offerings and sales were made in reliance on the exemption from
registration contained in Section 4(2) of the Securities Act of 1933 and/or
Regulation D promulgated thereunder as not involving a public offering of
securities.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
10.1 Marketing and License Agreement
10.2 Form of Promissory Note
10.3 Form of Warrant
SIGNATURES
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.
Date: January 6, 2006 NUWAY MEDICAL, INC.
By: /s/ Dennis Calvert
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Dennis Calvert
Chief Executive Officer