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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): October 3, 2019
Applied BioSciences Corp. |
(Exact name of registrant as specified in its charter) |
Nevada
(State or other jurisdiction of incorporation)
000-55523
(Commission File Number)
81-1699502
(IRS Employer Identification No.)
9701 Wilshire Blvd., Suite 1000
Beverly Hills, California 90212
(Address of principal executive offices)(Zip Code)
(310) 356-7374
Registrant’s telephone number, including area code
___________________________________________
(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)
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Forward-looking Statements
Statements in Exhibit 99.1 to this Current Report on Form 8-K may be forward-looking and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as “anticipate”, “believe”, “estimate”, “expect”, “intend” and similar expressions, as they relate to Applied Biosciences Corp. (the “Company”) or its management, identify forward-looking statements. These statements are based on current expectations, estimates and projections about the Company’s business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and probably will, differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, including those described above and those risks discussed from time to time in the Company’s filings with the Securities and Exchange Commission. Factors which could cause actual results to differ materially from these forward-looking statements include such factors as (i) the development and protection of our brands and other intellectual property, (ii) the need to raise capital to meet business requirements, (iii) significant fluctuations in marketing expenses, (iv) the ability to achieve and expand significant levels of revenues, or recognize net income, from the sale of our products and services, (v) the Company’s ability to conduct the business if there are changes in laws, regulations, or government policies related to cannabis, (vi) management’s ability to attract and maintain qualified personnel necessary for the development and commercialization of its planned products, (vii) general industry and market conditions and growth rates, and general economic conditions, and (viii) other information that may be detailed from time to time in the Company’s filings with the United States Securities and Exchange Commission. Any forward-looking statements speak only as of the date on which they are made, and the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of Form 8-K.
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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.
Effective October 3, 2019, Dr. Michael Beaubaire was appointed a director of Applied BioSciences Corp.
Dr. Beaubaire, age 51, has been the Principal of Beaubaire LLC since 2002. Beaubaire LLC is a life science and healthcare advisory company providing investing and portfolio management, business development execution, strategic consulting and capital raising services to established equity funds, consulting organizations and start-up companies. From June 2017 to July 2019, Dr. Beaubaire served as Chief Executive Officer and a director of Immunomodulation Inc., a privately held biopharmaceutical company. Dr. Beaubaire also served as Chair of the Scientific Advisory Board and Co-Head of Healthcare Investing, of Lincoln Park Capital, a privately held investment company, from 2011 to 2018. In 1990, Dr. Beaubaire graduated with a BA (Biological Basis of Behavior) and a BS (Economics) from the University of Pennsylvania, and graduated with a MD from Northwestern School of Medicine in 1995. Dr. Beaubaire’s background and experience in life sciences, healthcare, medicine and finance led to our conclusion that Dr. Beaubaire should be serving as a member of our board of directors in light of our business and structure.
On August 21, 2019, we entered into a Board Service Agreement with Dr. Beaubaire, as amended on October 3, 2019 (the “Service Agreement”). Pursuant to the Service Agreement, Dr. Beaubaire will serve as a director of the Company for a term of one year, and the Company will pay Dr. Beaubaire $40,000 and 75,000 shares of common stock of the Company, which shares are subject to a leak-out provision whereby Dr. Beaubaire has agreed that he will not offer, sell, contract to sell, pledge, give, donate, transfer or otherwise dispose of, directly or indirectly, more than 2,083 shares per month for a term of three years. The Service Agreement also obligates the Company to indemnify Dr. Beaubaire for claims against him that may arise in connection with the performance of his duties as a director for the Company. Dr. Beaubaire does not have any other agreement, arrangement or understanding with the Company.
Item 7.01 Regulation FD Disclosure.
On October 7, 2019, the Company issued a press release announcing that Dr. Beaubaire had been appointed a director of the Company. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Item 7.01, and in Exhibit 99.1, referenced herein is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act or incorporated by reference in any filing under the Securities Act, unless the Company expressly so incorporates such information by reference.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
Exhibit |
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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.
| Applied BioSciences Corp. | ||
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Date: October 7, 2019 | By: | /s/ Raymond W. Urbanski | |
| Name: | Raymond W. Urbanski | |
| Title: | Chief Executive Officer | |
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EXHIBIT 10.2
Amendment No. 1 to Board Service Agreement
That certain Board Service Agreement (the “Agreement”) dated, August 21, 2019, by and between Applied BioSciences Corp., a Nevada corporation (the “Company”), and Michael Beaubaire (“Director”), is hereby amended this 3rd day of October 2019, as follows:
WHEREAS, the Board of Directors of the Company appointed Michael Beaubaire a director of the Corporation on October 1, 2019, provided that this Amendment No. 1 be agreed upon by the parties hereto;
Now, therefore, for good and valuable consideration received by each of the parties, the parties agree as follows:
| 1. | Amendment to preamble and Section 1: The text “August 21, 2019” in the first sentence and in Section 1 of the Agreement, is hereby deleted and replaced with the text “October 3, 2019.” |
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| 2. | Amendment to Section 4(b): The present text of Section 4(b) is hereby deleted in its entirely and replaced with the following text: |
The Company shall issue 75,000 shares (the “Shares”) of its duly authorized and non-assessable common stock to Director. Director agrees that he shall not offer, sell, contract to sell, pledge, give, donate, transfer or otherwise dispose of, directly or indirectly, the Shares, except that Director may offer, sell, contract to sell, pledge, give, donate, transfer or otherwise dispose of, directly or indirectly, 2,083 of the Shares each month for a period of 36 months after the date of this Agreement. Three years after the date of this Agreement, Director may offer, sell, contract to sell, pledge, give, donate, transfer or otherwise dispose of, directly or indirectly, all of the Shares.
All defined terms used herein shall have the meaning assigned to them in the Agreement unless otherwise defined herein, and all of the terms of the Agreement shall continue to apply unless as amended hereby. Except as specifically set forth herein, the Agreement shall remain in full force and effect and shall not be waived, modified, superseded or otherwise affected by this Amendment No. 1. This Amendment No. 1 is not to be construed as a release, waiver or modification of any of the terms, representations, warranties, covenants, rights or remedies set forth in the Agreement, except as specifically set forth herein. The Agreement and this Amendment No. 1 contain all of the terms and conditions agreed upon by the Company and Director relating to the subject matter of the Agreement.
[signature page follows]
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The parties have executed this Amendment as of the date first written above.
THE COMPANY | DIRECTOR | |||
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By: | /s/ Raymond Urbanski | /s/ Michael Beaubaire | ||
Name: | Raymond Urbanski |
| Michael Beaubaire |
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Title: | Chief Executive Officer | |||
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EXHIBIT 99.1
Applied BioSciences Appoints Michael Beaubaire, M.D. to its Board of Directors
– Established life sciences executive with extensive equity capital markets, operational, scientific and business acumen –
Beverly Hills, CA, October 7, 2019 – Applied BioSciences Corp. (OTCQB: APPB) ("Applied" or the "Company"), is a company focused on the development of science-driven biopharmaceuticals and the production of high-quality health & wellness products that target the endocannabinoid system, today announced the appointment of Michael Beaubaire, M.D., to its Board of Directors.
Dr. Michael Beaubaire is a healthcare and finance leader with extensive experience in early stage drug development. He has an established career marked by the ability to evaluate technology transfer to serve as a foundation for investing, operating and strategic development work. Additionally, Dr. Beaubaire has served in a number of significant roles for emerging life science and device companies, healthcare service organizations, and interested institutional healthcare investors with experience in international transactions and global development platforms.
“Over the course of his career Dr. Beaubaire has been a key player in assessing clinical and scientific opportunities in micro-cap and private life science organizations as well as holding significant advisory roles. We are pleased to welcome him to our Board of Directors and believe that his knowledge and expertise will be vital as we continue to advance our corporate and clinical strategies,” commented Dr. Raymond Urbanski, Chief Executive Officer.
Dr. Beaubaire currently serves as the Principal of a life science and healthcare advisory group providing investing and portfolio management, business development execution, strategic consulting and capital raising services to established equity funds, consulting organizations and start-up companies. He most recently served as CEO and Director of Immunomodulation, an emerging biotechnology company focused on developing breakthrough therapies to modulate immune responses in multiple high value oncology and serious infectious disease indications. Prior to that, he served as the Chair of the Scientific Advisory Board and Investment Team of Lincoln Park Capital LLC, a fundamental equity investor in life sciences, where he is responsible for assessing clinical and scientific opportunities in micro-cap and private life science organizations, as well as evaluating reviewing and overseeing investment opportunities. Other roles include advising emerging life science and device companies, healthcare service organizations, and interested institutional healthcare investors through his own advisory firm and affiliating with leading investment banks and strategic management consulting firms.
Dr. Beaubaire added, “This is an integral time for Applied as the team is diligently working to establish a clear corporate and clinical development pathway and successfully pivot towards the cannabinoid biopharmaceuticals space. I believe the Company holds tremendous opportunity in this rapidly growing market. I look forward to leveraging my expertise and working alongside the team to access its full potential.”
Dr. Beaubaire earned his BS with Honors in Finance from the Wharton School, and his BA with Honors in Biological Basis of Behavior from the College of Arts & Sciences, both at the University of Pennsylvania. He received his Medical Doctorate degree from Northwestern University Medical School, and trained as an Internal Medicine resident at Evanston Northwestern Healthcare where he served as an educator to medical interns and students under his tutelage.
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About Applied BioSciences Corp.
Applied BioSciences is a vertically integrated company focused on the development and commercialization of novel, science-driven, synthetic cannabinoid therapeutics / biopharmaceuticals that target the endocannabinoid system to treat a wide-range of diseases across multiple therapeutic areas. We also deliver high-quality consumer and OTC THC-free CBD products that promote overall health and wellbeing as well as state-of-the-art testing and analytics capabilities to our customers. For more information, visit the Company’s website.
Safe Harbor Statement
Except for historical information contained herein, statements in this release may be forward-looking and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as “anticipate”, “believe”, “estimate”, “expect”, “intend” and similar expressions, as they relate to Applied Biosciences Corp. (the “Company”) or its management, identify forward-looking statements. These statements are based on current expectations, estimates and projections about the Company’s business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and probably will, differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, including those described above and those risks discussed from time to time in the Company’s filings with the Securities and Exchange Commission. Factors which could cause actual results to differ materially from these forward-looking statements include such factors as (i) the development and protection of our brands and other intellectual property, (ii) the need to raise capital to meet business requirements, (iii) significant fluctuations in marketing expenses, (iv) the ability to achieve and expand significant levels of revenues, or recognize net income, from the sale of our products and services, (v) the Company’s ability to conduct the business if there are changes in laws, regulations, or government policies related to cannabis, (vi) management’s ability to attract and maintain qualified personnel necessary for the development and commercialization of its planned products, and (vii) other information that may be detailed from time to time in the Company’s filings with the United States Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
SOURCE Applied BioSciences Corp.
Investor and Media Contact:
IR@appliedbiocorp.com
(833) 475-8247
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