form8-k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): August 6, 2007
SANGUI BIOTECH INTERNATIONAL,
INC.
(Exact
Name of Registrant as Specified in Its Charter)
Colorado
(State or
Other Jurisdiction of Incorporation)
|
000-21271
|
84-1330732 |
| (Commission
File Number) |
(IRS
Employer Identification No.) |
Alfred-Herrhausen-Str.
44, 58455 Witten, Germany
(Address
of Principal Executive Offices) (Zip Code)
011-49-2302-915-204
(Registrant's
Telephone Number, Including Area Code)
N/A
(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):
Item
1.01 Entry
into a Material Definitive Agreement
Entry
into Letter of Intent with HemCon
On April
15, 2008 the Registrant signed a letter of intent with HemCon Medical
Techolologies, Inc. to develop technology relating to Chitosan wound care
products. The Registrant will license exclusive worldwide sales and
marketing rights in exchange for Hemecon managing the submission of the Chitosan
wound care products to the United States Food and Drug Administration.
A
press release related to this event is attached as Exhibit 99.07 to this Current
Report on Form 8-K.
Sale
of Capital Securities in Wholly Owned Subsidiary
On
April 25, 2008 the Registrant entered into letters of intent with various
European investors to sell 10% of the capital securities of its wholly owned
subsidiary, Sangui BioTech GmbH, for approximately 722,000 Euros. Payments
for the purchase were received in their entirety by the Registrant by May 16,
2008. The closing of this transaction is subject to German Law and
is anticipated to be complete within eight weeks of filing with the German
Register of Commercial Companies which is scheduled for June 11, 1008 in
Witten Germany.
One
of the investors in this transaction is the current Managing Director of the
wholly owned subsidiary; he is receiving his ownership interest in
consideration of past services rendered for the Company in the amount
of 50,000 Euros.
A
press release related to these events is attached as Exhibit 99.05 to this
Current Report on Form 8-K.
Item
2.01 Completion
of Acquistion or Disposition of Assets
The
description of the sale of 10% of the capital securities of the Registrant's
wholly owned subsidiary, Sangui BioTech, GmbH is set forth above under Item 1.01
and is incorporated herein by reference.
Item
2.02 Results
of Operations and Financial Condition
The
Registrant published its financial statements for its fiscal year ended
June 30, 2006, on April 3, 2008 on Form 10-KSB as filed with the SEC. The
Registrant stated that it had almost tripled its sales of cosmetics and
wound management products, although from a low level. In fiscal
year 2006, Sangui yielded sales of approximately USD 137,000 and a Gross
Profit of approximately USD 19,000. Due to the ongoing cost
containment program operating expenses were down 25% to approximately USD
758,000. The company reports a net loss for the year of approximately
USD 743,000. The resulting accumulated deficit amounts to
approximately USD 21.8 million. Total shareholders’ deficit as of
June 30, 2006 stands at approximately USD 384,000. Net cash used in
operating activities of approximately USD 283,000 was partially offset by cash
inflows from financing activities in the amount of approximately USD 235,000.
These
conditions raise substantial doubt about the Company’s ability to continue as a
going concern. In order for the Company to continue its operation at
its existing levels, the Company will require significant additional
funds. Therefore, the Company is dependent on funds raised through
equity or debt offerings. In the course of the 2007 calendar year several
European investors provided cash inflows to the company of more than EUR 0.6
million.
Preliminary
unaudited figures for Sangui’s fiscal year ended June 30, 2007, indicate that
Sangui yielded sales in this period of approximately USD 373,000. An
increase in operating expenses which is attributable to increased marketing and
sales efforts is the main factor for the resulting net loss of approximately USD
704,000.
Cornerstones
of Sangui’s current business include sales of cosmetics and wound management
products through different distribution partners in Germany and
abroad. Sales in several Arab countries are subject to their
registration in the respective countries. Sangui is not involved in
these registration procedures and has no influence on them. At
present, there is no reliable basis to predict when sales will start and which
volumes may be generated. Negotiations about raising a substantial
mezzanine loan were now discontinued as conditions appeared to be unfavorable
for the company. Further business opportunities are largely dependent
on the successful registration of Sangui’s Hemospray wound spray. The
company’s current plans anticipate that the registration for sales in the
European Union may be obtained in the course of calendar year
2008.
A
press release related to this information is attached as Exhibit 99.04 to
this Current Report on Form 8-K.
Item
5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain
Officers
Resignation
of Dr. Wolfgang Barnikol from positions of Chief Executive Officer and Chief
Financial Officer
On
March 30, 2008, Dr. Wolfgang Barnikol amicably resigned as the Company’s
Chief Executive Officer and Chief Financial Officer effective April 3,
2008. Dr.
Barnikol's resignation was not due to any disagreement with the Company and
he remains a Director of the Company. A press release
related to Dr. Barnikol's resignation is attached as Exhibit 99.04 to
this Current Report on Form 8-K.
Appointment
of Thomas Striepe as Chief Executive Officer
On
April 8, 2008, the Board of Directors appointed Thomas Striepe to serve as Chief
Executive Officer of the Company. Mr.
Striepe is the Vice President of Accounting and Controller at Dr. Ludz
GmbH, Hamburg, Germany, a financial services company. Prior to joining Dr.
Ludz GmbH in 2004, he held management positions in the accounting departments of
several German and international corporations. He holds an MBA from
Hamburg University. Mr. Striepe does not
have an employment agreement with the Company nor have the terms of any
severance agreement with the Company been finalized.
The Company will file an amendment to this Current Report on Form 8-K with Mr.
Striepe’s employment agreement once it is finalized.
A press
release related to Mr. Striepe's appointment is attached as Exhibit 99.04 to
this Current Report on Form 8-K.
Mr.
Striepe has no family relationships with any other director or executive officer
of the Company or any person nominated to become a director or executive officer
of the Company. There are no arrangements or understandings between any of
the directors or executive officers, or any other person or person pursuant to
which they were selected as directors and/or
officers.
A
press release related to this event is attached as Exhibit 99.04 to this
Current Report on Form 8-K.
Appointment
of Joachim Fleing as Chief Financial Officer
On
April 8, 2008, the Board of Directors appointed Joachim Fleing to serve as Chief
Financial Officer of the Company. Mr. Fleing is a communications
specialist. His professional experience includes the position of a
communications officer and the position as an account director at an
international PR agency. Mr. Fleing holds a PhD from Wuppertal
University. Mr. Fleing does
not have an employment agreement with the Company nor have the terms of any
severance agreement with the Company been finalized.
The Company will file an amendment to this Current Report on Form 8-K with
Mr. Fleing's employment agreement once it is finalized.
A press
release related to Mr. Fleing's appointment is attached as Exhibit 99.04 to
this Current Report on Form 8-K.
Mr.
Fleing has no family relationships with any other director or executive officer
of the Company or any person nominated to become a director or executive officer
of the Company. There are no arrangements or understandings between any of
the directors or executive officers, or any other person or person pursuant to
which they were selected as directors and/or
officers.
A
press release related to this event is attached as Exhibit 99.04 to this
Current Report on Form 8-K.
Item
8.01 Other
Events
Press
Releases
On
August 6, 2007 the Registrant issued a press release stating that applications
have now been filed with the Ministry of the Economy of the United Arabian
Emirates to sell Sangui cosmetics and wound management products in several
Arabian markets. A
copy of the Press Release is attached hereto and incorporated herein by this
reference as Exhibit 99.01.
On
October 22, 2007 the Registrant issued a press release stating that Medicoforum
and Sangui have discontinued their partnership and that EU
HEMO2SPRAY
authorization to be carried out by the successful CHITOSKIN team. A copy
of the Press Release is attached hereto and incorporated herein by this
reference as Exhibit 99.02.
On
December 4, 2007 the Registrant issued a press release stating that Sangui
partnership with Sangui Latino America has entered a new phase and that a
second
wound ambulance has been established in Monterrey. A copy of the Press
Release is attached hereto and incorporated herein by this reference as Exhibit
99.03.
On
April 8, 2008 the Registrant issued a press release stating that Sangui
BioTech International, Inc., reports sales increase, continued losses and that
Wolfgang
Barnikol has resigned from his executive positions. A copy of the Press
Release is attached hereto and incorporated herein by this reference as Exhibit
99.04.
On
April 21, 2008 the Registrant issued a press release stating that various
European Investors are
acquiring a 10% share in Sangui BioTech GmbH. A copy of the Press
Release is attached hereto and incorporated herein by this reference as Exhibit
99.05.
On
May 20, 2008 the Registrant issued a press release stating the first sales of
products had been made in some Arab countries. A copy of the Press Release
is attached hereto and incorporated herein by this reference as Exhibit 99.06.
On
May 28, 2008 the Registrant issued a joint press release stating that it and
HemCon
Medical Technologies Inc. will use SanguiBioTech GmbH's Chitoskin technology
platform to help further innovations in hemostatic bandages and wound care
dressings for the acute care market. A copy of the Press Release is
attached hereto and incorporated herein by this reference as Exhibit 99.07.
On
June 5, 2008 the Registrant issued a press release stating SanguiBioTech GmbH
has submitted comprehensive documentation as a part
of the registration of its HEMO2SPRAY wound spray as required by the CE
standards of the European Union. A copy of the Press Release is attached
hereto and incorporated herein by this reference as Exhibit 99.08.
2
Item
9.01. Financial Statements and Exhibits
|
Exhibit No.
|
|
Description
|
| |
|
|
|
99.01
|
|
Press
Release dated August 6, 2007
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| |
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|
|
99.02
|
|
Press
Release dated October 22, 2007
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| |
|
|
|
99.03
|
|
Press
Release dated December 4, 2007
|
| |
|
|
| 99.04 |
|
Press
Release dated April 8, 2008
|
| |
|
|
| 99.05 |
|
Press
Release dated April 21, 2008
|
| |
|
|
| 99.06 |
|
Press
Release dated May 20, 2008
|
| |
|
|
| 99.07 |
|
Press
Release dated May 28, 2008
|
| |
|
|
| 99.08 |
|
Press
Release dated June 5,
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.
SANGUI
BIOTECH INTERNATIONAL, INC.
Dated: June 6,
2008 /s/
Thomas Striepe
__________________________________________
By:
Thomas Striepe
Chief
Executive Officer
Dated: June 6, 2008 /s/
Joachim Fleing
__________________________________________
By:
Joachim Fleing
Chief
Financial Officer
3