-----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, B1vsSiDam7BI8Hi9gmL7T9XeQQHjtY/B/GNN5CioJueqCXzUAAoY3RNXh6eKs09u wwxU9D3ZTaITems5JG+1Mg== 0001437749-10-003436.txt : 20101019 0001437749-10-003436.hdr.sgml : 20101019 20101019124412 ACCESSION NUMBER: 0001437749-10-003436 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20101013 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20101019 DATE AS OF CHANGE: 20101019 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AtheroNova Inc. CENTRAL INDEX KEY: 0001377053 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 201915083 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-52315 FILM NUMBER: 101129805 BUSINESS ADDRESS: STREET 1: 2301 DUPONT DRIVE, SUITE 525 CITY: IRVINE STATE: CA ZIP: 92612 BUSINESS PHONE: (949) 525-5471 MAIL ADDRESS: STREET 1: 2301 DUPONT DRIVE, SUITE 525 CITY: IRVINE STATE: CA ZIP: 92612 FORMER COMPANY: FORMER CONFORMED NAME: AtheroNova, Inc. DATE OF NAME CHANGE: 20100519 FORMER COMPANY: FORMER CONFORMED NAME: Trist Holdings, Inc. DATE OF NAME CHANGE: 20080103 FORMER COMPANY: FORMER CONFORMED NAME: LandBank Group Inc DATE OF NAME CHANGE: 20061002 8-K 1 atheronova_8k-101310.htm CURRENT REPORT atheronova_8k-101310.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)
 
October 13, 2010
____________________________
 
ATHERONOVA INC.
(Exact name of registrant as specified in charter)
 
Delaware
(State or other Jurisdiction of Incorporation or Organization)
 
000-52315
(Commission File Number)
  
20-1915083
(IRS Employer Identification No.)
 
2301 Dupont Drive, Suite 525
Irvine, CA 92612
(Address of Principal Executive Offices and zip code)
  

(949) 476-1100
(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 registrant under any of the following provisions:
 
[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
[  ]  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))
 
 
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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.
 
On October 13, 2010, the Registrant appointed Alexander Polinsky to fill a vacant seat on the Registrant’s Board of Directors.  Dr. Polinsky is an independent director who will serve on the Audit Committee, Compensation Committee and Medical Committee of the Registrant’s Board of Directors.  There are no arrangements or understandings between Dr. Polinsky and any other persons pursuant to which Dr. Polinsky was selected as a director.
 
Dr. Polinsky received his Ph.D. in Physical Chemistry from Moscow University, Russia, in 1982, followed by post-doctoral training at the Institute for Biochemistry at the Russian Academy of Science.  He was on the faculty at Moscow University for 5 years studying the mechanisms of action of synthetic vaccines.  After moving to the U.S. in 1988, he spent 2.5 years as a Visiting Scientist at UCSD developing new methods for computer-aided drug design.  In 1991, Dr. Polinsky co-founded the Alanex Corporation and built the company from scratch around novel computational and combinatorial chemistry technologies; he served as Alanex’s Chief Scientific Officer until it was acquired by Agouron in 1997.  After the acquisition by Pfizer in 2000, Dr. Polinsky became Vice President, Head of Discovery Technologies, at the Pfizer La Jolla Labs.  In 2001 he established Pfizer’s global chemistry outsourcing network and between 2001 and 2006, managed a $750M investment in the creation of modern drug screening collection.  In 2006, he moved into Pfizer Global Research Technology where he led the development of Pfizer External Research Network and Pharma Incubator concepts.  In 2007, Dr. Polinsky established The Pfizer Incubator (TPI) and became its CEO, starting three biotechnology companies.  He left Pfizer in 2008 to pursue his own entrepreneurial interests and in 2009 started a biotech company Tartis, Inc. developing oncology drugs, and joined Maxwell Biotech Venture Fund as its Managing Partner.  Over the years, Dr. Polinsky invested and served on boards of several private biotech startups.
 
In connection with his appointment to the Registrant’s Board of Directors, on October 13, 2010, the Compensation Committee of the Registrant’s Board of Directors approved the grant of an option to Dr. Polinsky to purchase 50,000 shares of the Registrant’s common stock.  The option has a term of seven years and a per share exercise price of $2.00, the closing price the Registrant’s common stock as quoted on the OTC Bulletin Board on October 13, 2010.  The option vests 25% on the date of grant and on each anniversary thereof until fully vested.
 
On October 19, 2010, the Registrant filed a press release announcing Dr. Polinsky’s appointment to the Registrant’s Board of Directors and the committees thereof, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1.
 
Item 9.01  Financial Statements and Exhibits.
 
(d)  
Exhibits.
 
 
99.1
Press Release dated October 19, 2010.
 
 
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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.
 
  AtheroNova Inc.  
       
Date:  October 19, 2010    
By:
/s/ Mark Selawski  
   
Mark Selawski
Chief Financial Officer & Secretary
  
 
 
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 EX-99.1 2 ex99-1.htm PRESS RELEASE ex99-1.htm
Exhibit 99.1
 
AtheroNova Inc. Names Dr. Alexander Polinsky, Founder of The Pfizer Incubator, to Board of Directors

IRVINE, CA – October 19, 2010 - AtheroNova Inc. (OTC.BB:AHRO) (“AtheroNova”), a novel compounds biotech company focused on research and development to regress atherosclerotic plaque, announced that Dr. Alexander Polinsky, PhD, Managing Partner of Maxwell Biotech Venture Fund, has been named to the Board of Directors of AtheroNova Inc. effective October 13, 2010.

“We are extremely pleased to announce the appointment of Dr. Alexander Polinsky to our Board of Directors,” stated Thomas W. Gardner, CEO of AtheroNova.  “Dr. Polinsky’s record of success as both an entrepreneur and scientist at Alanex, Agouran and The Pfizer Incubator (TPI) driving the development and growth of promising biotech companies is an important addition to AtheroNova’s board.  His experience at TPI, which he developed to give scientist-entrepreneurs an opportunity to bring their medical innovations to patients by matching resources and knowledge to move innovative ideas forward into practice, makes him a very valuable resource for AtheroNova.”

Dr. Polinsky co-founded the Alanex Corporation and built the company from scratch around novel computational and combinatorial chemistry technologies.  He served as Alanex’ Chief Scientific Officer until it was acquired by Agouron Pharmaceuticals in 1997.  After the acquisition by Pfizer in 2000, Dr. Polinsky became Vice President, Head of Discovery Technologies, at the Pfizer La Jolla Labs.  In 2001, he established Pfizer’s global chemistry outsourcing network and between 2001 and 2006, managed a $750M investment in the creation of modern drug screening collection.  In 2006, he moved into Pfizer Global Research Technology where he led the development of Pfizer External Research Network and Pharma Incubator concepts.  In 2007, Dr. Polinsky established The Pfizer Incubator (TPI) and became its CEO, starting three biotechnology companies.

He left Pfizer in 2008 to pursue various entrepreneurial interests and in 2009 joined Maxwell Biotech Venture Fund as its Managing Partner.  Additionally, Dr. Polinsky has invested in and served on the Boards of several startups.

Dr. Polinsky received his Ph.D. in Physical Chemistry from Moscow University, Russia, followed by post-doctoral training at the Institute for Biochemistry at the Russian Academy of Science.  He was a faculty member at Moscow University for 5 years studying the mechanisms of action of synthetic vaccines.  He then came to the United States as a visiting scientist at University of California at San Diego to capitalize on developing new methods for computer-aided drug design.

About AtheroNova

AtheroNova, through its wholly-owned subsidiary, AtheroNova Operations, Inc., is a development stage company currently researching novel patents-pending applications of certain natural compounds to regress atherosclerotic plaque deposits, a process called delipidization.  The company is entering into a research agreement for its second laboratory animal study at the Cedars-Sinai Heart Institute’s Division of Cardiology in conjunction with a major university to validate the findings of its initial study and prepare for human trials.  The Company plans to develop multiple applications for its compounds, to be used in pharmaceutical grade products for the treatment of atherosclerosis.
 
 
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Forward-Looking Statements

Except for historical information contained herein, the statements in this release are forward-looking and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Forward-looking statements are inherently unreliable and actual results may differ materially.  Examples of forward looking statements in this news release include statements regarding the value of Dr. Polinsky to AtheroNova’s board, the commencement of the second animal trial and preparations for human trials, and the development of applications for AtheroNova’s compounds.  Factors which could cause actual results to differ materially from these forward-looking statements include such factors as significant fluctuations in expenses associated with clinical trials, failure to secure additional financing, the inability to complete regulatory filings with the Food and Drug Administration, the introduction of competing products, or management’s ability to attract and maintain qualified personnel necessary for the development and commercialization of its planned products, and other information that may be detailed from time to time in AtheroNova’s filings with the United States Securities and Exchange Commission.  AtheroNova undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.


Company contact:
Thomas Gardner
Chief Executive Officer

Or

Mark Selawski
Chief Financial Officer
(949) 476-1100

Investor Contact:
Leon Hamerling
Investor Media Group
(877) 725-2500
 
 
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