8-K

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 19, 2008

BMP SUNSTONE CORPORATION

(Exact name of registrant specified in its charter)

Delaware	001-32980	20-0434726
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

600 W. Germantown Pike, Suite 400, Plymouth Meeting, Pennsylvania	19462
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone, including area code: (610) 940-1675

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Item 1.01 – Entry into a Material Definitive Agreement.

     On December 19, 2008, Sunstone (Tangshan) Pharmaceutical Co., Ltd., a wholly owned subsidiary of BMP Sunstone Corporation (the “Company”), entered into an Equity Transfer Agreement between the Company and Beijing Penn Pharmaceutical Sci-Tech Development Co., Ltd. (“Beijing Penn”) to purchase 50% of the outstanding equity interests of Zhangjiakou Shengda Pharmaceutical Co., Ltd. (“Shengda”) for RMB 20.0 million (or $2,921,968 as of December 19, 2008) in cash.

     The purchase price is payable in installments:

• RMB 6 million (or $876,590 as of December 19, 2008) is payable within 15 business days following the signing of the Equity Transfer Agreement and

• RMB 14 million (or $2,045,373 as of December 19, 2008) is payable in five equal installments on the second, fourth, sixth, eighth and tenth month anniversary following the closing of the transactions contemplated by the Equity Transfer Agreement.

     Pursuant to the Equity Transfer Agreement, the Company purchased 50% of the outstanding equity interests of Shengda from Beijing Penn. Shengda is a Sino-foreign joint venture corporation with a contract period of 30 years. Following the transactions contemplated by the Equity Transfer Agreement, the Company will be one of three shareholders of Shengda.

     Shengda is a leading manufacturer of pediatric pharmaceuticals and specializes in antibiotic research and development. It has approval from the Chinese SFDA to manufacture approximately 76 products, and primarily focuses on penicillin and cephalosporin products.

Item 8.01 Other Events.

     On December 23, 2008, the Company issued a press release announcing entering into the Equity Transfer Agreement. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description of Exhibit
99.1	Press Release, dated December 23, 2008.

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.

	BMP SUNSTONE CORPORATION
Date: December 29, 2008	By:	/s/ Fred M. Powell
		Name:	Fred M. Powell
		Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
99.1	Press Release, dated December 23, 2008.

EX-99.1

Exhibit 99.1

Press Release

BMP Sunstone Signs Agreement to Acquire 50 Percent Equity Stake in Shengda Pharmaceutical Co.

— Complements Existing Pediatric Therapeutic Focus

— Extends the Good Baby Product Line

PLYMOUTH MEETING, PA., Dec. 23 /PRNewswire-Asia-FirstCall/ — BMP Sunstone Corporation (Nasdaq: BJGP; “BMP Sunstone”; the “Company”) today announced that its wholly-owned subsidiary, Sunstone (Tangshan) Pharmaceutical Co., Ltd. (“Sunstone”), has signed an Equity Transfer Agreement with Beijing Penn Pharmaceutical Sci-Tech Development Co., Ltd., which will enable it to acquire 50 percent of Zhangjiakou Shengda Pharmaceutical Co., Ltd. (“Shengda”), for RMB20.0 million in cash, subject to customary closing conditions. The Company is funding the transaction entirely from Sunstone’s existing cash flow and, in the future, intends to acquire a majority stake and potentially consolidate Shengda’s financial results.

Following the recent signing of the Equity Transfer Agreement, Shengda changed its name to Sunstone Shengda (Zhangjiakou) Pharmaceutical Co., Ltd. (“Sunstone Shengda”). Additionally, Mr. Zhiqiang Han, President and Chief Operating Officer of BMP Sunstone, will serve as Chairman of both Sunstone and Sunstone Shengda going forward.

Mr. David Gao, Chief Executive Officer of BMP Sunstone, stated, “The completion of this equity investment strengthens our pharmaceutical production capacity, allows us to optimally allocate our resources, and ultimately reinforces our competitive position. This builds on our achievements since acquiring Sunstone in February 2008, when we successfully entered the Chinese pharmaceutical manufacturing sector and developed into a vertically integrated company.”

Shengda is a leading manufacturer of pediatric pharmaceuticals and specializes in antibiotic research and development. It has approval from the Chinese SFDA to manufacture approximately 76 products, and primarily focuses on penicillin and cephalosporin products. Dosages and flavors are specifically designed for the unique needs of children, and the product portfolio includes some of the most widely prescribed and effective pediatric medicines, such as amoxicillin tablets and capsules, as well as clavulanate potassium compounds. The product formulations are dispersible tablets, which offer consistently high levels of safety and efficacy, and are extremely welcome by parents for easy administration to children.

Mr. Zhiqiang Han stated, “Our equity ownership stake in Shengda complements our existing production line and helps us launch additional products into the oral pediatric market. We look forward to combining Shengda’s product portfolio and R&D expertise with Sunstone’s platform in pediatric pharmaceuticals. We also plan to leverage BMP Sunstone’s existing national distribution network so that Shengda can access the key markets of Beijing, Shanghai and Guangzhou, where our most compelling patient populations reside. Utilizing our existing sales coverage and nationally-recognized brand, Good Baby, we also expect to realize opportunities immediately by increasing sales volume and improving sales margins.”

About BMP Sunstone Corporation

BMP Sunstone Corporation is a specialty pharmaceutical company that is building a proprietary portfolio of branded pharmaceutical and healthcare products in China. Currently, this portfolio includes eight products under exclusive multi-year licenses for China, primarily focused on women’s health and pediatrics. The Company also owns Sunstone Pharmaceutical Co., Ltd., which manufactures leading pediatric and women’s health products, including two of China’s most recognized brands, “Hao Wawa” and “Confort,” sold through approximately 50,000 pharmacies in China. The Company also provides pharmaceutical distribution services through its subsidiaries in Beijing and Shanghai, and through its affiliate, Guangzhou Pharmaceuticals Corp. The Company has its main office in Beijing, with a US office in Plymouth Meeting, PA. For more information, please visit http://www.bmpsunstone.com .

Safe Harbor Statement

This news release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts, including but not limited to statements about the completion, terms, benefits and synergies of the proposed acquisition of 50% of the outstanding equity interests of Shengda, the potential acquisition of a majority stake in Shengda, the ability to potentially consolidate Shengda’s financial results, the ability to optimally allocate the Company’s resources, the ability and success of the Company entering the oral pediatric market, and customer acceptance of Shengda’s product formulations. These statements are subject to uncertainties and risks including, but not limited to, satisfying the conditions in such definitive agreements, regulatory review, general financial, economic, and political conditions affecting the biotechnology and pharmaceutical industries and the Chinese pharmaceutical market and other risks contained in reports filed by the Company with the Securities and Exchange Commission. In addition, the Company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof.

For more information, please contact:

BMP Sunstone Corporation
Fred M. Powell
Chief Financial Officer
Tel: +1-610-940-1675

Integrated Corporate Relations, Inc.
Ashley Ammon and Christine Duan
Tel: +1-203-682-8200 (Investor Relations)

SOURCE BMP Sunstone Corporation

Web Site: http://www.bmpsunstone.com
(BJGP)