0001014763-15-000020.txt : 20150916 0001014763-15-000020.hdr.sgml : 20150916 20150916162637 ACCESSION NUMBER: 0001014763-15-000020 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150916 DATE AS OF CHANGE: 20150916 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMARILLO BIOSCIENCES INC CENTRAL INDEX KEY: 0001014763 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 751974352 STATE OF INCORPORATION: TX FISCAL YEAR END: 0710 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20791 FILM NUMBER: 151110542 BUSINESS ADDRESS: STREET 1: AMARILLO BIOSCIENCES INC STREET 2: 4134 BUSINESS PARK DRIVE CITY: AMARILLO STATE: TX ZIP: 79110-4225 BUSINESS PHONE: (806) 376-1741 MAIL ADDRESS: STREET 1: AMARILLO BIOSCIENCES INC STREET 2: 4134 BUSINESS PARK DRIVE CITY: AMARILLO STATE: TX ZIP: 79110-4225 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMARILLO BIOSCIENCES INC CENTRAL INDEX KEY: 0001014763 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 751974352 STATE OF INCORPORATION: TX FISCAL YEAR END: 0710 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: AMARILLO BIOSCIENCES INC STREET 2: 4134 BUSINESS PARK DRIVE CITY: AMARILLO STATE: TX ZIP: 79110-4225 BUSINESS PHONE: (806) 376-1741 MAIL ADDRESS: STREET 1: AMARILLO BIOSCIENCES INC STREET 2: 4134 BUSINESS PARK DRIVE CITY: AMARILLO STATE: TX ZIP: 79110-4225 425 1 form8k_09112015.htm FORM 8-K 9-11-15 form8k_09112015.htm
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)           September 11, 2015
 
Amarillo Biosciences, Inc.
(Exact Name of registrant as specified in its charter)
 
Texas
0-20791
75-1974352
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
 
 
4134 Business Park Drive, Amarillo, Texas
79110-4225
 
(Address of principal executive offices)
(Zip Code)
 
Registrant’s telephone number, including area code   (806) 376-1741
 
(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)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 5.01.
Change in Control of Registrant.
 
In its Form 8-K filed 7-13-15, the Company disclosed that The Yang Group, which held 80% of the Company’s issued and outstanding voting common shares, was expected to begin distributing its shares in the Company to certain of its constituent members.  On September 11, 2015, The Yang Group distributed 7,153,334 shares of the Company’s voting common stock to seventeen constituent members, both individuals and entities.  Two of those distributees each received more than 5% of the Company’s issued and outstanding shares:  Lien Chuang Investment Co, Ltd, received 1,400,000 shares, constituting beneficial ownership of 6.9% of the Company’s voting securities; and Te-Li Kuo received 1,320,000 shares, constituting beneficial ownership of 6.6% of the Company’s voting securities.  The Yang Group retains 8,962,514 shares of the Company’s voting common shares, constituting 44.5% of the Company’s voting securities.  As further distributions are made, the Company will disclose on Form 8-K any new major shareholders (more than 5%).  There is expected to be no continuing arrangement or understanding among the members or former members of The Yang Group and their associates with respect to the election of directors or other matters, although the shares to be retained by The Yang Group will continue to be voted by Stephen T. Chen, President and CEO of the Company, until such time as they are distributed.
 
 
 
 
1
 


 
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.
 
 
 
   AMARILLO BIOSCIENCES, INC.
 
 
Date: September 16, 2015
By: /s/ Bernard Cohen
 
Bernard Cohen
Vice President and Chief  Officer
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2