SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): August 21, 2007
Stem Cell Therapy International, Inc.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Nevada 000-51931 88-0374180
(STATE OR OTHER JURISDICTION (COMMISSION FILE NO.) (IRS EMPLOYEE
OF INCORPORATION IDENTIFICATION NO.)
OR ORGANIZATION)
203 N. Lois Avenue, 9th Floor
Tampa, FL 33607
(ADDRESS OF PRINalrightCIPAL EXECUTIVE OFFICES)
(813) 600-4088
(ISSUER TELEPHONE NUMBER)
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT
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EXPLANATION: This amendment is being filed to properly label and link all of
the exhibits on the exhibit schedule as set forth below.
FORWARD LOOKING STATEMENTS
This Form 8-K and other reports filed by Registrant from time to time with
the Securities and Exchange Commission (collectively the "Filings") contain or
may contain forward looking statements and information that are based
upon beliefs of, and information currently available to, Registrant's management
as well as estimates and assumptions made by Registrant's management. When used
in the filings the words "anticipate", "believe", "estimate", "expect","future",
"intend", "plan" or the negative of these terms and similar expressions as they
relate to Registrant or Registrant's management identify forward looking
statements. Such statements reflect the current view of Registrant with respect
to future events and are subject to risks, uncertainties, assumptions and other
factorsrelating to Registrant's industry, Registrant's operations and
results of operations and any businesses that may be acquired by Registrant.
Should one or more of these risks or uncertainties materialize, or should the
underlying assumptions prove incorrect, actual results may differ significantly
from those anticipated,believed, estimated, expected, intended or planned.
Although Registrant believes that the expectations reflected in the forward
looking statements are reasonable, Registrant cannot guarantee future results,
levels of activity, performance or achievements.
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Except as required by applicable law, including the securities laws of theUnited
States, Registrant does not intend to update any of the forward-looking
statements to conform these statements to actual results.
Although Registrant believes that the expectations reflected in the forward
looking statements are reasonable, Registrant cannot guarantee future results,
levels of activity, performance or achievements.
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Except as required by applicable law, including the securities laws of the
United States, Registrant does not intend to update any of the forward-looking
statements to conform these statements to actual results.
Item 1.01. Entry into a Material Definitive Agreement.
On August 21, 2007, Stem Cell Therapy International, Inc., a Nevada
corporation, (the "Company") closed a private offering ("Offering") for the
aggregate principal amount of $250,000. Throughout the offering, the Company
entered into a Securities Purchase Agreements (the "Securities Purchase
Agreements") with eight accredited investors (collectively, the "Investors").
The Securities Purchase Agreements require the Company to issue 2,000,000
restricted shares of its common stock at a price per share of $.125 to the
Investors in accordance with their respective subscription amounts. There is
no material relationshipbetween the Company and any of the Investors.
Also, in conjunction with the Offering of August 21, 2007, the Company
executed a Registration Rights Agreement, which requiresthe Company to file a
Registration Statement registering:
o 2,000,000 restricted shares of its common stock at price per share of
$.125
The Registration Statement must be filed not later than 45 days after the
date of the Registration Rights Agreement and be declared effective not later
than 135 days after August 22, 2007. In the event the Company fails to have a
Registration Statement covering the 2,000,000 restricted shares deemed
effective by the SEC within 135 days from the Offering Completion Date,
the Company will issue to the Investors certain additional shares of restricted
common stock of the Company in an amount equal to 1.5% of the number of shares
purchased by such holder for each thirty day period thereafter,until the
registration statement is deemed effective (the "Penalty Shares"), up to a
maximum of eight (8) such thirty day periods.
The Company intends to comply fully with its registration obligations under
the Registration Rights Agreement. The Company believes that it will be able
to meet the deadlines with respect to the filing date and the effective date,
but it can not provide any assurance in this regard. If the Company were to
default on any of its registration obligations, the proceeds available to it
under the Securities Purchase Agreement could be substantially reduced.
Newbridge Securities Corp. acted as the placement agent for this financing.
As placement agent, Newbridge Securities Corp. is entitled to receive (a) a
selling concession equal to 10% of the gross proceeds from the sale of the
restricted common stock issued to the Investors; (b) a non-accountable expense
allowance equal to 3% of the gross proceeds from the sale of the restricted
common stock issued to the Investors; and (c) warrant coverage equal to 20% of
the total restricted common stock issued to the Investors (including any Penalty
Shares that the Company becomes obligated to issue), at an exercise prices of
$.15. The shares underlying the warrants issued to Newbridge Securities Corp.
can be registered 180 days after such shares are exercised.
The description of the terms of this transaction and the documents
referenced hereinabove are qualified by the terms of the
actual documents which are contained in the exhibits filed hereto.
Item 2.03. Creation of a Direct Financial Obligation.
See Item 1.01 of this Current Report.
Item 3.02. Unregistered Sales of Equity Securities
See Item 1.01 of this Current Report.
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Upon closing of the above-referenced transactions, we believe that the offer and
sale of these securities will be exempt from the registration requirements of
the Securities Act of 1933, as amended, pursuant to Sections 4(2) and 4(6)
thereof, and Rule 506 of Regulation D of the Securities and Exchange Commission
and from various similar state exemptions. In connection with the sale of these
securities, the Company relied on each of the Investors' written representations
that it was either an "accredited investor" as defined in Rule 501(a) or a
"qualified institutional buyer" as defined in Rule 144A(a). In addition, neither
the Company nor anyone acting on its behalf offered or sold these securities by
any form of general solicitation or general advertising.
Item 9.01. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial Statements of Businesses Acquired.
None; not applicable.
(b) Pro Forma Financial Information.
None; not applicable.
(c) Exhibits.
Exhibit Number Description
10.1 Securities Purchase Agreement
10.2 Registration Rights Agreement
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Incorporated by Reference.
None; not applicable.
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.
Stem Cell Therapy International, Inc.
By: /s/ Calvin Cao
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Calvin Cao
President
Dated: August 22, 2007
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