NEWGEN BIOPHARMA CORP. (OTCMKTS:NEWG) Files An 8-K Termination of a Material Definitive Agreement
Item 1.02 Termination of a Material Definitive Agreement.
On March 28, 2017, NewGen BioPharma Corp., a Nevada corporation
(the Company), received notice from the President of NewGen
BioPharma Corporation, a New Jersey corporation (NewGen New
Jersey), of NewGen New Jerseys intent to terminate the Agreement
and Plan of Merger dated January 10, 2017 (the Merger Agreement),
by and among the Company, NewGen New Jersey, and NewGen Merger
Sub Inc., a New Jersey corporation and wholly-owned subsidiary of
the Company formed for the purpose of the transaction. to the
terms of the Merger Agreement, the Company agreed to issue
40,000,000 shares of its common stock to the shareholders of
NewGen New Jersey in exchange for the acquisition of all the
issued and outstanding capital stock of NewGen New Jersey through
a reverse triangular merger (the Merger). Upon the closing of the
Merger, NewGen New Jersey was to become the wholly-owned
subsidiary of the Company. The terms and conditions of the Merger
Agreement were previously disclosed in further detail in our
Current Report on Form 8-K filed with the Securities and Exchange
Commission (the SEC) on January 11, 2017.
In furtherance of the Merger Agreement, Dr. Navdeep Jaikaria, the
founder and President of NewGen New Jersey, was elected as a
director of the Company on January 26, 2017. Also in furtherance
of the Merger Agreement, and in consideration for Dr. Jaikarias
willingness to serve as a director pending the closing of the
Merger, the Company granted Dr. Jaikaria 11,000,000 restricted
shares of the Companys common stock on February 23, 2017, to the
terms set forth in a Restricted Stock Award Agreement, as
previously disclosed on our Current Report on Form 8-K filed with
the SEC on February 27, 2017. The Restricted Stock Award
Agreement provides that if the closing of the Merger does not
occur, the restricted shares granted to Dr. Jaikaria will be
forfeited in their entirety, and Dr. Jaikaria will have no
ownership interest with respect thereto.
to the terms of the Binding Letter of Intent dated October 27,
2016 (the LOI), by and between the Company and NewGen New Jersey,
the Company changed its name from Greenwind NRG Inc. to NewGen
BioPharma Corp. on November 18, 2016 in anticipation of a change
in the Companys business plan and direction in connection with
the Merger Agreement. The LOI provides that if the closing of the
Merger does not occur, the Company shall immediately change its
name to one unrelated to NewGen. The Company is currently in the
process of seeking the necessary approvals to file a Certificate
of Amendment with the Nevada Secretary of State changing its name
to an unrelated name, and will file a subsequent current report
on Form 8-K when such amendment is made effective.
The Merger Agreement contains certain termination provisions for
the parties, including, without limitation, (i) a provision
stating that any party has the right to terminate the Merger
Agreement if the closing of the Merger has not occurred on or
before January 31, 2017 for any reason other than delay or
nonperformance of the party seeking such termination, and (ii)
provisions stating that either party may terminate the agreement
if the other party fails to perform in any material respect its
obligations under the Merger Agreement, or materially breaches
any of its representations, warranties or covenants contained in
the Merger Agreement.
On March 28, 2017, the trading of the Companys common stock was
temporarily suspended by the SEC until April 10, 2017. In light
of these circumstances and the termination provisions contained
in the Merger Agreement, NewGen New Jersey delivered notice to
the Company on March 28, 2017 of its intent to terminate the
Merger Agreement. to the terms of the Merger Agreement, the
termination of the Merger Agreement shall terminate all
obligations of the parties thereunder, except for obligations
relating to any liability for a partys material breach of the
Merger Agreement or its representations, warranties and covenants
contained therein. The Company is not subject to any early
termination penalties in connection with the termination of the
Merger Agreement.
SECTION 5 CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Resignation of Director
On March 28, 2017, Dr. Navdeep Jaikaria resigned as a director of
the Company. Dr. Jaikaria was elected as a director of the
Company on January 26, 2017 in furtherance of the Merger
Agreement described above, and he resigned from such position
effective as of March 28, 2017. To the knowledge of the Company,
Dr. Jaikaria did not have any disagreements with the Company on
any matter relating to the Companys operations, policies or
practices. Rather, Dr. Jaikarias resignation arose out of the
failure of the Company and NewGen New Jersey to close the Merger
to the terms of the Merger Agreement, as described in further
detail under Item 1.02 above. Dr. Jaikarias letter of resignation
is attached hereto as Exhibit 17.1 and incorporated by reference
herein.
SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit |
Description |
|
17.1 |
Letter of Resignation of Navdeep Jaikaria dated March 28, |
About NEWGEN BIOPHARMA CORP. (OTCMKTS:NEWG)
NewGen BioPharma Corp., formerly Greenwind NRG Inc., is a development-stage company. The Company intends to operate in the business of off the grid wind power systems for residential, cabin, recreational vehicle (RV), boat and shop use. The Company will provide an opportunity for customers to research and purchase off-the-grid wind turbines capable of producing energy for use in residential homes and elsewhere. Its focus market will be Ireland. It intends to purchase turbines and sell them to retail consumers throughout Ireland and to expand throughout North America. The Company seeks to focus on users seeking an alternative, renewable source of energy for a range of uses. Its products will have a rated wind speed of approximately 20 miles per hour. Its over two larger turbines will have the ability to generate approximately five kilowatts per hour. The Company intends to generate revenues by selling and offering installation and maintenance services of off-the-grid wind turbines. NEWGEN BIOPHARMA CORP. (OTCMKTS:NEWG) Recent Trading Information
NEWGEN BIOPHARMA CORP. (OTCMKTS:NEWG) closed its last trading session 00.00 at 1.56 with 500 shares trading hands.