ONCBIOMUNE PHARMACEUTICALS, INC. (OTCMKTS:OBMP) Files An 8-K Entry into a Material Definitive Agreement
ITEM1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
The Contribution Agreement
In furtherance of the previously disclosed term sheet, OncBioMune
Pharmaceuticals, Inc. (the Company) completed the
acquisition of 100% of the issued and outstanding capital stock
of Vitel Laboratorios, S.A. de C.V., a Mexican variable stock
corporation (Vitel) from its
shareholders Manuel Cosme Odabachian and Carlos Fernando Alaman
Volnie (collectively, the Vitel Stockholders) on March 10, 2017
(the Closing Date) to the terms and conditions of a Contribution
Agreement to the Property of Trust F/2868 entered into among the
Company and the Vitel Stockholders on the Closing Date (the
Contribution Agreement). Vitel is a revenue-stage Mexico-based
pharmaceutical company that develops and commercializes specialty
drugs in Mexico and other Latin American countries.
to the terms of the Contribution Agreement the Company agreed to
issue 61,158,013 shares of its unregistered common stock, par
value $0.0001 per share (the Common Stock) and 5,000,000 shares
of Series B preferred stock (the Series B Preferred) to Banco
Actinver, S.A., in its capacity as Trustee (the Trustee) of the
Irrevocable Management Trust Agreement Trust No. 2868 (the Trust
Agreement) for the benefit of the Vitel Stockholders in exchange
for 100% of the issued and outstanding capital stock of Vitel
(the Vitel Shares). The Common Stock and Series B Preferred will
be held by Trustee for the benefit of the Vitel Stockholders as
provided for in the Trust Agreement and 98% of the Vitel Shares
will be held by the Trustee for the benefit of the Company as
provided for in the Trust Agreement and 2% of the Vitel Shares
will be transferred to OBMP. Vitel became a wholly owned
subsidiary of the Company as of the Closing Date. In addition,
the Company agreed to issue 2,892,000 shares of Series B
Preferred to Jonathan F. Head, Ph. D, our Chief Executive Officer
and a member of the Board of Directors of the Company (the Board
of Directors) as provided for in the Contribution Agreement.
To induce the Vitel Stockholders to enter into the Contribution
Agreement and as a condition to close the transactions set forth
in that agreement, the Company, the Vitel Stockholders, Dr. Head
and Andrew A. Kucharchuk, the Companys President, Chief Financial
Officer and a Director also entered into the following agreements
as of the Closing Date or perform the following actions (i) a
Stockholders Agreement among the Company, Dr. Head, Mr.
Kucharchuk, Mr. Cosme and Mr. Alaman dated as of the Closing Date
(the Stockholders Agreement); (ii) the Trust Agreement; (iii) the
Company, Vitel and the Vitel Stockholders entered into employment
agreements with Messrs. Cosme and Alaman described under Item
5.02 below; (iv) the Company and Dr. Head and Mr. Kucharchuk
entered into amendments to the employment agreements with, and
stock option awards to, Dr. Head and Mr. Kucharchuk described
under Item 5.02 below; (v) the Company, Dr. Head, Mr. Kucharchuk
and the Vitel Stockholders agreed to consent to an amendment to
the Companys Articles of Incorporation and bylaws substantially
in the form of the documents attached to the Stockholders
Agreement as Exhibit E; (vi) to elect Mr. Cosme, Mr. Alaman, Dr.
Head and Mr. Kucharchuk as directors of Vitel and such directors
to elect Mr. Cosme, Mr. Alaman, Dr. Head and Mr. Kucharchuk as
officers of Vitel; and Vitel Asesores, S.C. agreed to change its
name to a name not containing the word Vitel.
In addition, Mr. Cosme and Mr. Alaman agreed to forgive all
stockholder loans and related party debt to Vitel and its
shareholders and their Affiliates; Vitel will have an amount of
working capital of $10,000.00 (ten thousand Dollars 00/100) as of
the Closing Date; each of Vitel and OBMP shall have a total
indebtedness in their balance sheet as of the date hereof in an
amount of no greater than $450,000.00 (four hundred and fifty
thousand Dollars 00/100) as set forth in the schedules of assets
and liabilities of Vitel and the financial statements of OBMP,
attached as Schedule 3.1(k) and Schedule 3.2(l), respectively to
the Contribution Agreement; and Vitel Asesores, S.C. transferred
all intellectual property in its name to Vitel.
The Contribution Agreement and the foregoing summary of the
Contribution Agreement have been included to provide investors
and security holders with information regarding the terms of the
Contribution Agreement. It is not intended to provide any other
factual information about the Company or Vitel. The
representations, warranties and covenants contained in the
Contribution Agreement were made only for purposes of that
agreement and as of specified dates; were made solely for the
benefit of the parties to the Contribution Agreement; may be
subject to limitations agreed upon by the parties to the
Contribution Agreement, including being qualified by confidential
disclosures made for purposes of allocating contractual risk
between the parties instead of establishing these matters as
facts; and may be subject to standards of materiality applicable
to the contracting parties that differ from those applicable to
investors. Investors should not rely on the representations,
warranties and covenants or any description thereof as
characterizations of the actual state of facts or condition of
the Company or Vitel or their businesses. Moreover, information
concerning the subject matter of the representations, warranties
and covenants may change after the date of the Contribution
Agreement, which subsequent information may or may not be fully
reflected in the public disclosures of the Company.
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The Stockholders Agreement
The following is a summary of Stockholders Agreement.
Establishment of Trust; Trust Contribution. Mr. Cosme, Mr. Alaman
and the Company shall establish a trust to the Trust Agreement
described below. Mr. Cosme and Mr. Alaman shall each contribute,
assign and transfer to the Company ownership of, and title over,
one share of the capital stock of Vitel (the Vitel Shares) and
Mr. Cosme and Mr. Alaman shall contribute, assign and transfer to
the Trustee (as defined in the Trust Agreement) ownership of, and
title over, the remaining 98 Vitel Shares for the benefit of the
Company to the terms and conditions of the Trust Agreement. The
Company shall contribute, assign and transfer to the Trustee
ownership of, and title over, 61,258,013 newly-issued shares of
Common Stock and 2,107,681 newly-issued shares of Series B
Preferred Stock with 100 votes per share (collectively, the
OBM Shares), for the benefit of Mr.
Cosme and Mr. Alaman to the terms and conditions of the Trust
Agreement. Each of Mr. Cosme and Mr. Alaman understands and
agrees that the OBM Shares held by the Trust have not been and
will not be registered under the Securities Act of 1933, as
amended, (Securities Act) and are restricted securities under the
Securities Act and the rules and regulations promulgated
thereunder and are subject to the restrictions on transfer
contained in Article 4 of the Shareholders Agreement.
Corporate Rights. The corporate rights resulting from the
Vitel Shares contributed to the Trust will be exercised by the
Trustee to the written instructions it receives from the Company.
For such purposes, and to the bylaws of Vitel, the Company shall
have the authority to instruct the Trustee regarding exercising
any corporate rights it may be entitled to in its capacity as the
majority Vitel shareholder.
Composition of the Board of Directors. The Stockholders Agreement
permits the Vitel Stockholders to appoint one member to the Board
of Directors, one designated by Dr. Head and Mr. Kucharchuk (the
Management Designee), and two (2) independent directors shall be
designated jointly by Dr. Head and Mr. Kucharchuk (the Management
Stockholders) on the one hand, and the Vitel Stockholders, on the
other, and the Management Stockholders or the Management Designee
and the Vitel Stockholders or the Vitel Designee shall jointly
appoint, as soon as practicable, an independent fifth member of
the Board of Directors. Mr. Cosme shall be the initial designee
of the Vitel Stockholders to the Board of Directors (the Vitel
Designee), Dr. Head shall be the initial designee of the
Management Stockholders (the Management Designee), and Charles L.
Rice, Jr. and Daniel S. Hoverman shall be the initial independent
designees jointly appointed by the Management Stockholders and
the Vitel Stockholders (hereinafter all members of the Board of
Directors which are not the Vitel Designee or the Management
Designee, the Independent Designees).
Board of Directors Resolutions. The Stockholders Agreement
requires the Board of Directors to adopt any and all resolutions
with a vote from a majority of its members, provided that for any
Major Decision as defined in the Stockholders Agreement, either
the Vitel Designee or the Management Designee shall vote in favor
of adopting the corresponding resolution. In the event of a
deadlock amongst the members of the Vitel Board of Directors, the
Board of Directors shall cast the deciding vote to resolve the
deadlock amongst the board members of Vitel with a vote from a
majority of its members.
Charter or Bylaw Provisions. Each stockholder of the
Company who is a party to the Stockholders Agreement (each, a
Stockholder) agrees to vote all of its Company Securities (as
defined in the Shareholders Agreement) that are entitled to vote
or execute proxies or written consents, as the case may be, and
to take all other actions necessary, to ensure that the Companys
Articles of Incorporation and Bylaws (a) facilitate, and do not
at any time conflict with, any provision of the Stockholders
Agreement and (b) permit each Stockholder to receive the benefits
to which each such Stockholder is entitled under the Stockholders
Agreement. In addition, on the date of the Stockholders
Agreement, the Vitel Stockholders and Management Stockholders
agreed to sign, or direct the Trustee to sign, the written
consents necessary to amend the Companys Articles of
Incorporation and Bylaws, substantially in the form of the
documents attached to the Stockholders Agreement as Exhibit E.
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Restrictions on Transfer. Generally, the Stockholders may
note at any time, except as discussed below, transfer their
respective Company Securities (x) to any of their Affiliates,
their spouse, children, grandchildren, parents, sisters,
brothers, nieces, nephews or any other relative within the second
degree of kindred or a trust or other entity under a Stockholders
control (the Permitted Transferees), or (y) with the prior
consent of the other Stockholders which are also a party hereto,
or (z) as otherwise permitted under the Stockholders Agreement
(each, a Permitted Transfer), in the understanding that
(1) each Management Stockholder will be considered a Permitted
Transferee with respect to each other and each Vitel Stockholder
will be considered a Permitted Transferee with respect to each
other, (2) transfers by the Stockholders that are a party hereto
resulting from their death shall be considered a Permitted
Transfer, and (3) any Stockholder that is a party hereto may act
individually in regards to the rights provided for in the
Stockholders Agreement.
Right of First Refusal. In the event a Stockholder that is
a party to the Stockholders Agreement wishes to transfer its
Company Securities (other than a transfer which is part of an
acquisition or strategic transaction approved by the directors of
the Company as a Major Decision), the other non-transferring
Stockholders that are also a party to the Stockholders Agreement
shall have the irrevocable right of first refusal to purchase
that shares of the selling shareholder.
Right of Co-Sale (Tag Along). In the event that any
stockholder who is a party to the Stockholders Agreement or group
of such stockholders intends to accept an offer (either solicited
or unsolicited) from any third party to acquire or otherwise
transfer Company Securities (as defined in the Stockholders
Agreement), representing at least 20% (twenty per cent) of the
outstanding Company Securities, on a fully diluted basis, the
selling stockholder shall give an offer notice in writing to the
other stockholders of the Company who are a party to the
Stockholders Agreement, with a copy to the Company, containing
the terms and conditions of such offer received from the
interested third party. Each such stockholder shall have the
right to participate in such offer by selling the pro rata
proportion of its Company Securities to such offer to acquire or
otherwise Transfer Company Securities (as defined in the
Stockholders Agreement).
Drag Along. In the event a stockholder who is a party to
the Stockholders Agreement or group of such stockholders
representing at least 32% (thirty two per cent) of the
outstanding Company Securities, on a fully diluted basis, intends
to accept an offer from any third party to acquire or otherwise
Transfer Company Securities, representing at least 50% (fifty per
cent) of the outstanding Company Securities, on a fully diluted
basis, and the transaction is approved by the Board of Directors
as a Major Decision, then each such stockholder shall be
obligated to sell its Company Securities to the offer to
purchase. In case the drag along provision included herein is
enforced, all the stockholders participating in such sale shall
receive the same terms and conditions of sale based on their
respective holdings of Company Securities and shall otherwise be
treated equally based on such ownership interest.
Termination. The Stockholders Agreement terminates upon
the earlier of the following: (i) three (3) years as of the
Closing Date; (ii) in connection with any Shareholder, whenever
such Shareholder directly or indirectly owns less than 5% (five
per cent) of the fully diluted shares of the Company; or (iii)
upon the consummation of a Liquidation Event (as defined in the
Stockholders Agreement).
The Trust Agreement
Establishment of Trust; Trust Contribution. Effective as of March
10, 2017, Mr. Cosme, Mr. Alaman and the Company entered into the
Irrevocable Management Trust Agreement Number F/2868 between Mr.
Cosme, Mr. Alaman (collectively, Beneficiary A), the Company
(Beneficiary B) and the Trustee (the Trust Agreement) for the
purpose of establishing a trust to hold the OBM Shares and 98
shares of Vitels capital stock which were transferred to Trustee
to the Trust Agreement, in addition to other property the
beneficiaries may elect to contribute to the trust. Beneficiary A
and Beneficiary B are collectively referred to as the
Beneficiaries.
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Authorities of the Trustee. The Trustee shall have all
authorities and powers of attorney required to comply with the
Trust Purposes, to the terms of Article 391 of the Mexican
General Law of Negotiable Instruments and Credit Transactions
(Ley General de Ttulos y Operaciones de Crdito), as amended, or
supplemented from time to time (the LGTOC); provided that the
Trustee shall act at all times to the instructions of the
Beneficiaries.
Property Rights – Vitel Shares. The property rights
resulting from the Vitel Shares contributed to the Trust Property
(as defined in the Trust Agreement) shall be exercised by the
Trustee exclusively for the benefit, and in terms of, the written
instructions it receives from Beneficiary B. Beneficiary B shall
receive the amounts corresponding to dividends, equity
reimbursements, or for any other concept that Vitel distributes
to its shareholders (the Vitel Distributions).
Property Rights – OBM Shares. The property rights
resulting from the OBM Shares contributed to the Trust Property
shall be exercised by the Trustee exclusively for the benefit,
and in terms of, the written instructions it receives from
Beneficiary A. Beneficiary A shall receive the amounts
corresponding to dividends, equity reimbursements, or for any
other concept that OBM distributes to its shareholders (the OBM
Distributions).
Corporate Rights – Vitel Shares. The corporate rights
resulting from the Vitel Shares shall be exercised by the Trustee
to the written instructions it receives from Beneficiary B. For
such purposes, and to the bylaws of Vitel, Beneficiary B shall
have the authority to instruct the Trustee regarding exercising
any corporate rights it may be entitled to in its capacity as the
majority Vitel shareholder, including, but not limited to,
calling shareholder meetings, voting the Vitel Shares to the
instructions given by Beneficiary B, executing unanimous written
consents in lieu of a meeting, adopting resolutions agreeing to
pay the Vitel Distributions and, in general, resolve any and all
matters associated with Vitel, and exercising any other right it
may be entitled to in its capacity as the majority Vitel
shareholder, to the provisions of this Agreement, the Vitel
bylaws, and Applicable Law.
Corporate Rights – OBM Shares. The corporate rights
resulting from the OBM Shares shall be exercised by the Trustee
to the written instructions it receives from Beneficiary A. For
such purposes, and to the bylaws of OBM, Beneficiary A shall have
the authority to instruct the Trustee regarding exercising any
corporate rights it may be entitled to in its capacity as an OBM
shareholder, including, but not limited to, calling special
shareholder meetings, voting the OBM Shares to the instructions
given by the Beneficiary A, executing unanimous written consents
in lieu of a meeting, adopting resolutions agreeing to pay the
OBM Distributions and, in general, resolve any and all matters
associated with OBM, and exercising any other right it may be
entitled to in its capacity as an OBM shareholder, to the
provisions of this Agreement, the OBM bylaws, the Shareholders
Agreement, United States of America Securities Law and applicable
law.
Transfer of Beneficiary Rights. Transfer of the rights of
the Beneficiaries are restricted in certain circumstances as
provided for in Clause IV of the Trust Agreement (other than
certain Permitted Transfers), including a right for first refusal
if all of the Companys securities are deregistered with the
Securities and Exchange Commission.
Tax Obligations. The Beneficiaries shall pay, as
applicable, and without limitation, all taxes of any kind,
contributions, and other tax liabilities that may be payable,
imposed, or assessed in connection with executing the Trust
Agreement, and the distributions received hereto (jointly,
Taxes), and the Trustee shall not be liable in connection with
the foregoing.
Termination. The Trust Agreement shall remain in full
force and effect until the terms and conditions applicable to the
Trust Property have been complied and performed in their
entirety, and until this has been confirmed in writing, jointly
by the Beneficiaries, except that this Trust may be terminated
when: (a) ownership of and title over the Trust Property are
transferred to the Trust Purposes; or (b) any of the
circumstances set forth in article 392 (three hundred ninety-two)
of the LGTOC (except for the provisions of section VI (six) of
such article 392 (three hundred ninety-two)) occurs.
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In the event that the Beneficiaries jointly instruct it in
writing and it is permitted by the Shareholders Agreement, the
Trustee shall return ownership of and title over the Trust
Property to the respective Beneficiaries, and these shall be
required to receive it. The parties agree to execute any
documents required to comply with the terms of this Clause,
including those that the Trustee requires.
Maximum Term. The initial term of the Trust Agreement will
be 5 (five) years counted from its execution, and upon its
expiration such term will subsequently be automatically extended
for 1 (one) additional 2 (two) year term, unless the
Beneficiaries jointly give notice in writing to the Trustee of
their desire to terminate the present Agreement within 90
(ninety) calendar days in advance of the corresponding expiration
date, in the understanding that this Agreement may not exceed in
any event the term set forth in subsection III of article 394 of
the LGTOC.
The foregoing summaries of the Contribution Agreement, the
Stockholders Agreement and the Trust Agreement are not complete
descriptions of all of the parties rights and obligations under
such agreements and are qualified in their entirety by reference
to the Contribution Agreement, the Stockholders Agreement and the
Trust Agreement, respectively, copies of which are filed herewith
as Exhibits 10.1, 10.2 and 10.3, respectively, and are
incorporated herein by reference.
Item 2.01. Completion of Acquisition or Disposition of
Assets.
The information set forth in Item 1.01, above, of this Current
Report on Form 8-K is incorporated by reference into this Item
2.01.
Item 3.02Unregistered Sales of Equity
Securities
The information set forth in Item 1.01, above, of this Current
Report on Form 8-K is incorporated by reference into this Item
3.02.
The shares of Common Stock and Series B Preferred referenced
herein were issued in reliance upon the exemption from securities
registration afforded by the provisions of Section 4(a)(2) of the
Securities Act of 1933, as amended, (Securities Act), Regulation
D and/or Regulation S, as promulgated by the U.S. Securities and
Exchange Commission under the Securities Act.
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| Item 4.01 |
Changes in Registrants Certifying Accountant. |
(a) Prior independent registered public accounting firm
On March 9, 2017, the Companys Board of Directors approved the
dismissal of its independent registered public accounting firm
Anton Chia, LLP (Anton Chia). Anton Chia audited our financial
statements for the fiscal years ended December 31, 2015 and
December 31, 2014.
The reports of Anton Chia on our financial statements for the
fiscal years ended December 31, 2015 and December 31, 2014 did
not contain an adverse opinion or a disclaimer of opinion, nor
was either such report qualified or modified as to uncertainty,
audit scope, or accounting principles, except that such reports
raised substantial doubts on our ability to continue as a going
concern as a result of our lack of revenues and income since
inception, net losses and accumulated shareholder deficit.
During our most recent fiscal year and through the date of
resignation, (a) we had no disagreements with Anton Chia on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope of procedure which disagreement if
not resolved to the satisfaction of Anton Chia would have caused
it to make reference to the subject matter of the disagreement in
connection with its reports and (b) there were no reportable
events (as defined in Item 304(a)(1)(v) of Regulation S-K).
We provided Anton Chia with a copy of this Current Report on Form
8-K prior to its filing with the Securities and Exchange
Commission, and requested that the firm furnish us with a letter
addressed to the Securities and Exchange Commission stating
whether they agree with the statements made in this Current
Report on Form 8-K, and if not, stating the aspects with which
they do not agree. A copy of the letter provided by Anton Chia
will be filed as an amendment to this report within two days of
receipt by the Company.
(b) New independent registered public accounting firm
On March 9, 2017, our Board of Directors ratified the engagement
of Salberg Company, P.A. (Salberg) as our independent registered
public accounting firm and Salberg engagement became effective as
of March 9, 2017. During our two most recent fiscal years ended
December 31, 2016 and 2015 and from January 1, 2017 through March
9, 2017, neither the Company nor anyone on its behalf consulted
Salberg regarding either (i) the application of accounting
principles to a specified transaction, either completed or
proposed, or the type of audit opinion that might be rendered on
our consolidated financial statements, and no written report or
oral advice was provided to us that Salberg concluded was an
important factor considered by us in reaching a decision as to
the accounting, auditing or financial reporting issue; or (ii)
any matter that was the subject of a disagreement or reportable
event as defined in Regulation S-K, Item 304(a)(1)(iv) and Item
304(a)(1)(v).
| Item 5.01 | Changes in Control of Registrant. |
The information set forth in Items 1.01, 2.01, and 3.02, above,
and Items 5.02 and 5.03, below of this Current Report on Form 8-K
is incorporated herein by reference.
As a result of the shares of Companys Common Stock and Series B
Preferred issued to the Trustee and the shares of Series B
Preferred issued to Dr. Head and the terms and conditions of the
Stockholder Agreement, a change in control of the Company has
occurred. Messrs. Cosme and Alaman, as beneficiaries under the
Trust Agreement have the power to vote an aggregate of 61,158,013
shares of Common Stock and 5,000,000 shares of Series B Preferred
which have 500,000,000 votes or, on a combined basis, an
aggregate of approximately 39.76% of the voting control of the
Company. Dr. Head has the power to vote 16,926,078 shares of
Common Stock previously issued to him and 2,892,000 shares of
Series B Preferred issued to him to the Contribution Agreement
which has 289,200,000 votes, or an aggregate of approximately
39.4% of the voting control of the Company. Mr. Kucharchuk has
the power to vote 5,000,000 shares of Common Stock previously
issued to him which has 5,000,000 votes or approximately .35% of
the voting control of the Company. Messrs. Cosme and Alaman, Dr.
Head and Mr. Kucharchuk, all of whom are parties to the
Stockholders Agreement, have an aggregate of approximately 79.51%
of the voting control of the Company.
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| Item 5.02 |
Departure of Directors or Certain Officers; Election Of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Concurrently with the closing on March 10, 2017 to the
Contribution Agreement, Mr. Kucharchuk resigned as a Director of
the Company as provided for in the Contribution Agreement and
such resignation was not the result of any disagreement with the
Company on any matter relating to its operation, policies
(including accounting or financial policies) or practices. Mr.
Kucharchuk continues to serve in his role as President and Chief
Financial Officer of the Company.
Concurrently with the closing on March 10, 2017 to the
Contribution Agreement, Manuel Cosme Cosme was appointed to the
Board of Directors and as General Manager of Global Operations
for Vitel and Mr. Alaman was appointed as its Chief Operations
Officer.
The following is a brief description of the background on Messrs.
Cosme and Mr. Alaman.
Manuel Cosme Odabachian. Mr. Cosme, age
36, has been a managing principal of Vitel since he co-founded
the company with Mr. Alaman in February 2016. From January 2013
until its sale in January 2016, Mr. Cosme was the managing
principal and founder of AVIVIA Pharma S.A. de C.V., a
representative of international licenses in Mexico for Kamada,
Cheplapharm, Leo Pharma, Orphan Europe, Recordatti, Moleac,
Biotest and other licenses. In addition, in 2015 AVIVIA developed
a sildenafil gel for the treatment of erectile dysfunction called
OsideaGL. From November 2010 until July 2013, Mr. Cosme was the
Country Manager in Mexico for CHIESI Farmaceutici, S.p.A. where
he oversaw operations with increasing sales volumes, multiple
product registrations and sanitary registrations in Mexico and
business plan development for new lines of business that included
the respiratory line (Innovair, Rinoclenil, Clenil UDV and other
products) and achieved the first Orphan Drug Recognition for the
group of products Peyona Caffeine Citrate. In March 2007, Mr.
Cosme was appointed as the Operations Manager in Mexico for
Graceway Mexico (Graceway Pharmaceuticals, LLC) and ultimately
promoted to Country Manager until the company was sold in July
2010. While at Graceway Mexico, Mr. Cosme was responsible for
launching and management of all the hosting, supply, distribution
and technical agreements within Mexico including coordination of
regulatory affairs, accounting, finance, legal, human resources,
business development, quality and supply and other areas such as
warehousing and fulfill orders to our customers. From 2003 until
2007, Mr. Cosme held a number of positions within the
pharmaceutical sales and distribution business within Mexico. Mr.
Cosme was awarded a degree in Industrial Engineering from the
Ibero-American University in Mexico City, Mexico. Mr. Cosme
speaks Spanish and English fluently.
The background information presented above regarding Mr. Cosmes
specific experience, qualifications, attributes and skills in
addition to his reputation for integrity, honesty and adherence
to high ethical standards are expected to benefit the Company as
a member of its Board of Directors.
There are no family relationships between Mr. Cosme and any of
the Companys other executive officers or directors. Mr. Cosme was
appointed to the Board of Directors as provided for in the
Shareholders Agreement that was among the conditions of the
Companys acquisition of Vitel.
Carlos Alaman Volnie. Mr. Alaman, age
37, has been a managing principal of Vitel since he co-founded
the company with Mr. Cosme in February 2016. Before launching
Vitel, Mr. Alaman had been engaged in logistics, printing,
consumption and pharmaceutical industries. In January 2011, Mr.
Alaman was a founder and CEO at Bodegas Cero Grados, a Toluca,
Mexico based provider of pharmaceutical warehousing and logistics
services including refrigerated storage space having the highest
Mexican governmental authorization for storing, distributing and
selling type I, II and III drugs. In 2011, Mr. Alaman launched
the pharmaceutical division of Bodega Cero Grados to meet the
needs of its customers who sell controlled and over-the-counter
pharmaceutical products to both government and private sector
customers. Among the products distributed were Alprazolam,
Clonazepam, Diazepam, Risperidona and Topiramato. In 2011, Mr.
Alaman founded a contract research organization that specializes
in conducting clinical trial studies and biodisponibility testing
that provides Mexican pharmaceutical regulatory affairs services
to transnational laboratories. Clients include Siegfried, Pisa,
Kenner, Medex and Alpex. Mr. Alaman was awarded a degree in
Industrial Engineering from the Anahuac University in Mexico
City, Mexico and a Masters Degree from the University of Texas at
Austin. Mr. Alaman speaks Spanish and English fluently.
Vitel Laboratorios, S.A. de C.V. Employment
Agreements
On March 10, 2017, Vitel entered into employment agreements with
each of Messrs. Cosme and Alaman. Mr. Cosme was appointed as
Vitels General Manager of Global Operations and Mr. Alaman was
appointed as its Chief Operations Officer. Both of Messrs. Cosme
and Alaman will be responsible for, supervising, managing,
planning, directing and organizing the activities of the Vitel
and will be its two most senior executive officers reporting to
Vitels Board of Directors with all other employees of Vitel
reporting directly or indirectly to them.
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Each of the agreements provides for a base salary of $187,500,
annual bonuses and other compensation as required under Mexican
Federal Labor Law and an annual bonus target of 50% of salary
based on performance objectives to be established by the Companys
Board of Directors annually. In addition, Messrs. Cosme and
Alaman are entitled to a $500.00 monthly car allowance, health
insurance reimbursement of up to $5,000 per year and other
benefits required under Mexican law. The employment agreement
also contains a non-compete provision prohibiting them from
engaging in business activities that compete with Vitels current
business and allows them to continue to operate their ongoing
pharmaceuticals business so long as such business does not
interfere with their duties to Vitel under their respective
employment agreements. In addition, if Messrs. Cosme and Alaman
seek to pursue any future business opportunities that do not
interfere with their obligations to Vitel, they are required to
notify the Company and provide it with a notice and an
opportunity to participate in such opportunity.
The employment agreements may be terminated upon the employees
death or disability, and with or without cause. In the event
Vitel terminates either of Messrs. Cosme and Alamans employment
upon their death or disability, for cause (as defined in the
employment agreement) or if either of them should resign without
cause, the person resigning is entitled to payment of their base
salary through the date of termination and certain severance
payments they are legally entitled to receive under Mexican
Federal Labor Law. At Vitels option, it may terminate their
employment without cause or the employee may terminate the
agreement for good cause (as defined in the agreement) in which
event the person terminated is entitled to (i) the equivalent
amount of the corresponding severance payment set forth in the
Mexican Federal Labor Law for an unjustified dismissal, or if
greater (ii) the equivalent amount of up to three years gross
salary and certain amounts mandated under Mexican labor laws,
depending on the date of termination less the number of months
elapsed after March 10, 2017. The severance payment shall be paid
in equal monthly installments over the remaining term so long as
the employee is in compliance with the non-compete provisions
provided for in the employment agreement.
The Company is a guarantor of Vitels obligations under the
employment agreements.
Amendment to Employment Agreements and Stock
Options
On March 10, 2017, Daniel S. Hoverman and Charles L. Rice, Jr.,
non-management members of the Board of Directors determined that
it was in the best interests of the Company to reward Dr. Head
and Mr. Kucharchuk by amending their employment agreements and
awarding them stock options in order to provide incentives to
retain and motivate them in their roles with the Company.
Following this approval, the Company amended each of the February
2, 2016 employment agreements of Dr. Head and Mr. Kucharchuk to
extend the term to March 9, 2020 and to provide for 100% vesting
of any unvested portion of any outstanding equity, or
equity-based award granted to them by the Company upon
termination of their respective employment agreements without
cause, as a result of a breach of the agreement by the Company or
upon their respective death or disability.
The stock option award approved by Messrs. Hoverman and Rice for
Dr. Head and Mr. Kucharchuk included options for each of them to
purchase 2,000,000 shares (the Stock Options) of Common Stock at
an exercise price of $0.25 per share, the date of the grant.
One-third of the Stock Options vest on each anniversary date of
the award and are exercisable at any time after vesting until 10
years after the grant date. The Stock Options vest so long as the
optionee remains an employee of the Company or a subsidiary of
the Company on the vesting dates (except as otherwise provided
for in the employment agreement between the Company and the
optionee as described above).
The foregoing summaries of the Vitel Employment Agreements, the
amendment to the employment agreements for Dr. Head and Mr.
Kucharchuk and Stock Options are not complete descriptions of all
of the parties rights and obligations under such agreement and is
qualified in its entirety by reference to the Form of Individual
Employment Agreement for Vitel Laboratorios, S.A. de C.V., Form
of Amendment to Employment Agreement for OncBioMune
Pharmaceuticals, Inc. and Form of Stock Option for OncBioMune
Pharmaceuticals, Inc., respectively, copies of which are filed
herewith as Exhibits 10.4, 10.5 and 10.6, respectively, and are
incorporated herein by reference.
|
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| Item 5.03. |
Amendments to Articles of Incorporation or Bylaws. |
On March 7, 2017the Company filed a certificate of designation,
preferences and rights of Series B preferred stock (the
Certificate of Designation) with the Secretary of State of the
State of Nevada to designate 7,892,000 shares of its previously
authorized preferred stock as Series B preferred stock, par value
$0.0001 per share and a stated value of $0.0001 per share. The
Certificate of Designation and its filing was approved by the
Companys board of directors without shareholder approval as
provided for in the Companys articles of incorporation and under
Nevada law.
The holders of shares of Series B preferred stock are entitled to
dividends or distributions share for share with the holders of
the Common Stock, if, as and when declared from time to time by
the Board of Directors. The holders of shares of Series B
preferred stock have the following voting rights:
|
Each share of Series B preferred stock entitles the holder to 100 votes on all matters submitted to a vote of the Companys stockholders. |
|
|
Except as otherwise provided in the Certificate of Designation, the holders of Series B preferred stock, the holders of Company common stock and the holders of shares of any other Company capital stock having general voting rights and shall vote together as one class on all matters submitted to a vote of the Companys stockholders; and |
|
|
Commencing at any time after the date of issuance of any shares of the Series B Preferred Stock (the Issuance Date) and upon the earliest of the occurrence of (i) a holder of the Series B Preferred Stock owning, directly or indirectly as a beneficiary or otherwise, shares of Common Stock which are less than 5.0% of the total outstanding shares of Common Stock, (ii) the date a holder of the Series B Preferred Stock is no longer an employee of the Company or any of its subsidiaries or (iii) five years after the Issuance Date, the Company shall have the right to redeem all of the then outstanding Series B Preferred Stock held by such holder at a price equal to the Stated Value (the Redemption Price). The Series B Preferred Stock which is redeemed as provided for in the Certificate of Designations shall be returned to the Company (and, if not so returned, shall automatically be deemed canceled). The Redemption Price shall be mailed to such holder at the holders address of record, and the Series B Preferred Stock owned by such holder shall be canceled. |
The foregoing description of the Certificate of Designation is
qualified in its entirety by reference to the Certificate of
Designation, which is filed as Exhibit 3.1 hereto and
incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On March 13, 2017 the Company issued a press regarding its
acquisition of Vitel. The press release is attached hereto as
Exhibit 99.1 and incorporated herein by this reference.
The information contained in the press release attached hereto is
being furnished and shall not be deemed filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended
(the Exchange Act), or otherwise subject to the liability of that
Section, and shall not be incorporated by reference into any
registration statement or other document filed under the
Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such
filing.
| Item 9.01. | Financial Statements and Exhibits. |
(a) Financial Statements of Businesses Acquired
The financial information that is required to this Item will be
filed by amendment not later than 71 calendar days after the date
that this initial report on Form 8-K is required to be filed.
(d) Exhibits.
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| Exhibit No. | Description | |
| 3.1* |
Certificate of Designation, Rights and Preferences of Series B Preferred Stock filed with the Nevada Secretary of State on March 7, 2017. |
|
| 10.1* |
Contribution Agreement to the Property of Trust F/2868 entered into among Manuel Cosme Odabachian, Carlos Fernando Alaman Volnie and OncBioMune Pharmaceuticals, Inc. dated March 10, 2017. |
|
| 10.2* |
Irrevocable Trust Agreement Number F/2868 entered into |
|
| 10.3* |
Shareholders Agreement among OncBioMune Pharmaceuticals, Inc., Jonathan F. Head, Ph.D., Andrew A. Kucharchuk, Manuel Cosme Odabachian and Carlos Fernando Alaman Volnie dated March 10, 2017. |
|
| 10.4 |
Form of Individual Employment Agreement for Vitel Laboratorios, S.A. de C.V. |
|
| 10.5 |
Form of Amendment to Employment Agreement for OncBioMune Pharmaceuticals, Inc. |
|
| 10.6 | Form of Stock Option for OncBioMune Pharmaceuticals, Inc. | |
| 99.1* |
Press Release of OncBioMune Pharmaceuticals, Inc. dated March 13, 2017 (furnished herewith). |
* Filed herewith.
Management contract or compensatory plan or arrangement.
|
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About ONCBIOMUNE PHARMACEUTICALS, INC. (OTCMKTS:OBMP)
OncBioMune Pharmaceuticals, Inc., formerly Quint Media Inc., is a biotechnology company. The Company specializes in various cancer therapies. The Company focuses on developing breast and prostate cancer therapeutic vaccines, and a process for the growth of cancer cells and targeted chemotherapies. The Company’s vaccine technology is designed to stimulate the immune system to selectively attack cancer cells without harm to the patient. The Company’s product portfolio consists of approximately three target therapies and a vaccine platform that allows creation of a therapeutic vaccine for various solid tumor cancer. The Company’s lead product, ProscaVax is indicated for prostate cancer. The Company focuses on planning Phase II clinical trials of ProscaVax. The Company is also focused on development of its other technologies, such as the paclitaxel-albumin conjugate. It also has a portfolio of targeted therapies, some of which are biosimilars to drugs, including paclitaxel (Abraxane). ONCBIOMUNE PHARMACEUTICALS, INC. (OTCMKTS:OBMP) Recent Trading Information
ONCBIOMUNE PHARMACEUTICALS, INC. (OTCMKTS:OBMP) closed its last trading session 00.000 at 0.250 with 284,830 shares trading hands.