-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OWPCS9+E5EeWEqKzH4WRaLYj6ojnSaF+IspacNna/KuoX06/xDYmUGO48A2B2j8F cKXEK+VWkXTSESX4t+d8CQ== 0001355250-09-000012.txt : 20090522 0001355250-09-000012.hdr.sgml : 20090522 20090521141157 ACCESSION NUMBER: 0001355250-09-000012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20090506 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090521 DATE AS OF CHANGE: 20090521 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cellceutix CORP CENTRAL INDEX KEY: 0001355250 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 134303398 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-52321 FILM NUMBER: 09844994 BUSINESS ADDRESS: STREET 1: 100 CUMMING CENTER STREET 2: SUITE 151-B CITY: BEVERLY STATE: MA ZIP: 01915 BUSINESS PHONE: (978)-633-3623 MAIL ADDRESS: STREET 1: 100 CUMMING CENTER STREET 2: SUITE 151-B CITY: BEVERLY STATE: MA ZIP: 01915 FORMER COMPANY: FORMER CONFORMED NAME: EconoShare, Inc. DATE OF NAME CHANGE: 20060306 8-K 1 form8k.htm form8k.htm
 

8-K 1 form8k.htm ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities and Exchange Act of 1934

 
Date of Report (date of earliest event reported):
May 6, 2009


CELLCEUTIX CORPORATION
 
 
     
Nevada
  
13-4303398
     
(State or Other Jurisdiction of
  
(I.R.S. Employer
Incorporation or Organization)
  
Identification Number)
 

100 Cumming Center, Suite 151-B
Beverly, MA  01915

 
 (Address of principal executive offices and zip code)

(978)-633-3623
(Registrant's telephone number, including area code) 
 


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))



Item 3.02:   Unregistered Sales of Equity Securities.

On May 13, 2009 the Registrant entered into an agreement with James DeAngelis to provide consulting services on administrative and financial matters.  The agreement is effective as of May 6, 2009 and has a term of one year.  The agreement provides that the Registrant will grant 100,000 options to purchase shares of the Registrant's common stock as compensation for the services provided.  The Options will be granted immediately and may be exercised one year from the date of grant.  As of May 6, 2009 the Registrant granted 100,000 options at an exercise price of $0.18.

Item 8.01:  Other Events


On May 21, 2009, Registrant is announced it has filed a U.S. patent application covering pharmaceutical formulations of a compound referred to as Kevetrin™ and many novel compounds having similar structures to Kevetrin.  These structures cover a large number of compounds that Cellceutix can look at as possible drug development candidates. The application covers the use of Kevetrin™ and the other compounds in various areas, including cancers.  Cellceutix plans to file in other countries within a year of the U.S. filing.

   
Item 9.01:  Financial Statements and Exhibits.

Exhibits

Exhibit 99-2  Copy of Press Release



Signature
   
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.

Date:  May 21, 2009
         
 
CELLCEUTIX CORPORATION
  
 
By:  
/s/ George W.  Evans
  
   
Chief Executive Officer
  
       
 
 
 
 



 
 
 

EX-99.1 2 exh_99-1.htm exh_99-1.htm Exhibit 99-1
  Agreement
 

 
Cellceutix Corporation
 

 
-and-
 

 
James M. DeAngelis ("Consultant")
 

 
This Agreement (the “Agreement”) is entered into as of May 6, 2009 by and between Cellceutix Corporation (hereinafter “Cellceutix”) a Nevada corporation with a principal place of business at 100 Cummings Park, Suite 151-B, Beverly Massachusetts 01915 and James DeAngelis (hereinafter, “Consultant”), an individual residing at 541 Bellvue Avenue, Unit #1, Newport, RI, 02840 (collectively, the “parties”).
 
WHEREAS, Consultant has been engaged by Cellceutix to perform certain administrative and financial services for Cellceutix (the "Services"); and
 
WHEREAS, both parties desire to set out the other terms and conditions under which the Services will be provided.
 
 
NOW THEREFORE, the parties agree to the following:
 
 
1.  Services.  Consultant will provide continuing advice on financial and administrative matters as specifically requested by Officers of Cellceutix.
 
2.  Compensation.  As compensation, Consultant will be granted options to purchase 100,000 shares of Cellceutix common stock. The options will be issued as of the date first set forth above and will be issued at a purchase price equal to the average closing bid price of the common stock on its primary exchange for the fifteen successive trading days immediately prior to the date of issue.  The options will be exercisable one year from the date on which they are issued.  All other terms will be the same as those for other options granted by Cellceutix to similarly situated persons, as those terms may be established from time to time.  
 
 
3.  Confidential Information. All information provided to Consultant by Cellceutix or learned or developed by Consultant in the course of providing Services hereunder will be maintained in confidence by Consultant and used for no purpose other than providing Services hereunder.
 
 
4.  Intellectual Property.  Any inventions, whether or not patentable, relating to compounds owned by Cellceutix will be owned solely by Cellceutix and Consultant will disclose to Cellceutix any such invention and will take all steps necessary to assist Cellceutix in obtaining patents or other registrations deemed by Cellceutix to be desirable. 
 
5. Unless earlier terminated as set forth below, the Term of this agreement will be one year from the date first set forth above.  At the end of the Term, the parties will discuss any arrangements that may be desirable for future time periods.  Either party may terminate this Agreement by written notice to the other. Notwithstanding any such termination, all rights and obligations under this Agreement shall survive with respect to any information disclosed prior to the termination and any inventions made prior to termination.  If Consultant terminates this agreement prior to the end of the Term the options will be prorated based on the number of days during which Services were performed.  All other options will be canceled.
 
6.  Consultant may take on work for other persons provided that the subject matter of that work does not conflict with the Services hereunder.  Consultant.
 
7.  Consultant will remain an independent contractor and nothing herein shall be construed to establish an employment relationship between Consultant and Cellceutix.
 
8.  Consultant will be solely responsible for the payment of any taxes due with respect to compensation hereunder.
 
9. This Agreement constitutes the entire agreement between the parties and supersedes any prior or contemporaneous oral or written representation with regard to the subject matter hereof. This Agreement may not be modified except by a writing signed by each of the parties.
 
10. The validity, interpretation, performance and enforcement of this Agreement shall be governed by the laws of the Commonwealth of Massachusetts, without regard to its choice of law provisions. The parties hereto hereby irrevocably and unconditionally consent to the exclusive jurisdiction of the courts of the Commonwealth of Massachusetts and the United States District Court for the District of Massachusetts for any action, suit or proceeding (other than appeals therefrom) arising out of or relating to this Agreement, and agree not to commence any action, suit or proceeding (other than appeals therefrom) related thereto except in such courts.
 

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the date first above written.
 
 
Cellceutix Corporation
 

 
by:  Signature:   /s/ George W. Evans
Date  May 6, 2009
 
Name:  George W. Evans
 
Title:  Chief Financial Officer
 
 
ACKNOWLEDGED, ACCEPTED AND AGREED TO BY:
 
 
Signature:  /s/ James De Angelis  
Date:  May 6, 2009
 
Name:   James DeAngelis
 

 

 
 
 

 
  
 

 

 

 


 
 
 

EX-99.2 3 exh_99-2.htm exh_99-2.htm
 
 
Exhibit 99-2
 
 
Cellceutix Files Patent Application For Its Cancer Compound
 
 
BEVERLY, Mass.--(BUSINESS WIRE)--Cellceutix Corporation (OTCBB: CTIX), today announced it has filed a U.S. patent application covering pharmaceutical formulations of a compound referred to as Kevetrin™ and many novel compounds having similar structures to Kevetrin.  These structures cover a large number of compounds that Cellceutix can look at as possible drug development candidates. The application covers the use of Kevetrin™ and the other compounds in various areas, including cancers.  Cellceutix plans to file in other countries within a year of the U.S. filing.
 
George Evans, CEO stated: “This is a very exciting time for Cellceutix. The compounds covered by this patent application are structurally very different from anti-cancer agents currently on the market. Quite frankly, it took us longer than we expected to file this patent application due to the additional compounds that presented themselves as Kevetrin™ related structures.  The result is a patent with new and expanded claims that will provide a strong intellectual property base for Kevetrin and a large portfolio of possible compounds for future development.  In the meantime, we've been doing some very interesting experiments with Kevetrin and with our psoriasis candidate, KM-133.  We anticipate announcing study results over the coming weeks."
 
About Cellceutix
 
Cellceutix is a preclinical cancer and anti-inflammatory drug developer. It owns the rights to six drug compounds, including Kevetrin, which it is developing as a treatment for certain cancers, and KM-133, which it is developing for psoriasis. Cellceutix is led by CEO George Evans, JD, MBA, formerly with Pfizer (NYSE: PFE), and its President, Dr. Krishna Menon, RCM, PhD, VMD, formerly with Eli Lilly (NYSE: LLY)This Press Release contains forward-looking statements that are based on our current expectations, beliefs and assumptions about the industry and markets in which Cellceutix Corporation operates. Such forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause Cellceutix‘s actual results to be materially different from any future results expressed or implied by these statements. Actual results may differ materially from what is expressed in these statements, and no assurance can be given that Cellceutix can successfully implement its core business strategy and improve future earnings.
 
The factors that may cause Cellceutix‘s actual results to differ from its forward-looking statements include: Our current critical need for additional cash to sustain existing operations and meet ongoing existing obligations and capital requirements; Our ability to implement new product development and commercialization, enter into clinical trials, expand the intellectual property portfolio, and receive regulatory approvals in a timely and cost-effrctive manner. All forward-looking statements are also expressly qualified in their entirety by the cautionary statements included in our SEC filings, including our quarterly reports on Form 1O-Q and annual report on Form 10-K
 


Contacts
Investor relations
Leo Ehrlich, Chief Financial Officer
978-633-3623, leo@cellceutix.com


 
 
 

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