-----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, Nuu7oJaPTTDF2WjQqJFHdBcN0wMkjwqSXOiTpo48k7PkAgpeJXz/AmVgk8qDDaXz +Kiy6hWDzl9E9/fbnFeQ1A== 0001167687-08-000022.txt : 20080325 0001167687-08-000022.hdr.sgml : 20080325 20080325165415 ACCESSION NUMBER: 0001167687-08-000022 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080324 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080325 DATE AS OF CHANGE: 20080325 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AQUAMER MEDICAL CORP. CENTRAL INDEX KEY: 0001381324 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 043516924 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-52327 FILM NUMBER: 08709846 BUSINESS ADDRESS: STREET 1: 510 TURNPIKE STREET CITY: NORTH ANDOVER STATE: MA ZIP: 01845 BUSINESS PHONE: 978-557-1001 MAIL ADDRESS: STREET 1: 510 TURNPIKE STREET CITY: NORTH ANDOVER STATE: MA ZIP: 01845 FORMER COMPANY: FORMER CONFORMED NAME: AQUAMER, INC. DATE OF NAME CHANGE: 20061116 8-K 1 aquamer8k032508.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) March 24, 2008

AQUAMER MEDICAL CORP.  
(Exact name of registrant as specified in its charter)

Delaware

 

000-52327

 

04-3516924


 

 

(State or other jurisdiction  
of incorporation)

 

(Commission File Number)

 

(IRS Employer  
Identification No.)

     

510 Turnpike Street,
North Andover, MA

 

01845


 

(Address of principal executive offices)

 

(Zip Code)

Registrant's telephone number, including area code: 978-557-1001

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:

[ ]

 

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 1.01 - Entry into a Material Definitive Agreement
Item 2.01 - Completion of Acquisition of Assets

            Patent Purchase Agreement

            On March 24, 2008, Aquamer Medical Corp. (the "Company" or "we") entered into a Patent Purchase Agreement, (the "Agreement"), filed herewith as Exhibit 10.1, with Phillips Capital, a corporation, (the "Assignor"). The Agreement provided that we purchase all rights, title and interest in the pending U.S. Patent for the Hydropatella Implant, identified as Attorney Docket No. 105554-2, which application was filed in the United States Patent and Trademark Office on September 30, 2005, as Application No. 60/722,277 (the "Patent"). The Agreement further provided that we issue 10,000,000 shares of our Common Stock as the purchase price for the Patent.

            The transaction was completed on March 24, 2008, in accordance with the terms of the Agreement.

            Description of the Patent

            When, due to disease or injury, the surfaces of a knee joint become sufficiently disabling and painful (arthritic), these surfaces are commonly replaced using a surgical operation, either in whole or in part by prosthetic implants.

            A need exists for a patella (kneecap) component that provides greater wear resistance, yet has the capacity to sustain ambulatory tension with strength comparable to that of a healthy patella. A need also exists for a replacement patella that can be used to deliver a therapeutic agent to the knee.

            The invention, which is the subject of the Patent, relates to an improved patella with improved biocompatible properties such as high surface lubricity, reduced component-to-component wear, and drug delivery capabilities.

            The invention is based, in part, on the discovery that structural elements for joint replacement (e.g., a patella), can be made of a biocompatible material that absorbs an aqueous solution to form a hydrogel. The biocompatible hydrogel has improved structural and biomechanical properties without the problem of disintegrating under stress conditions. In particular, the invention pertains to a patella made of a hydrogel referred to as "hydropatella implant," which provides a durable, wear resistant patella that can be implanted in a surgical procedure to replace the damaged natural patella of a subject or as part of a component system for a total knee replacement

Item 3.02 - Unregistered Sales of Equity Securities

            Stock Issued for Patent

            On March 24, 2008, we issued 10,000,000 shares of our Common Stock as payment to Phillips Capital for all rights, title and interest in the pending U.S. Patent for the Hydropatella Implant described above in Items 1.01 and 2.01. The shares were valued at $0.01 per share, or a total of $100,000, which was representative of the market value at the date of issuance. We relied upon Section 4(2) of the Securities Act of 1933, as amended, for an exemption from registration. The newly issued shares are restricted as to transferability and may not be offered for sale, sold or otherwise transferred except pursuant to an exemption from registration.

            Stock Issued for Services

            On March 24, 2008, we issued 11,500,000 shares of our Common Stock as payment for services, as follows: 6,000,000 shares to Marshall Sterman, the President of Aquamer Medical Corp. for accrued compensation; 3,500,000 shares to Harry Pack for accrued consulting services; and, 2,000,000 shares to Douglas Arnold for consulting services. The shares that were issued for services were valued at $0.01 per share, or a total of $115,000, which was representative of the market value at the date of issuance. We relied upon Section 4(2) of the Securities Act of 1933, as amended, for an exemption from registration. The newly issued shares are restricted as to transferability and may not be offered for sale, sold or otherwise transferred except pursuant to an exemption from registration.

Item 9.01 - Financial Statements and Exhibits

 (d)    Exhibits:

       
 

*10.1

 

Patent Purchase Agreement, dated as of March 24, 2008, between Phillips Capital and Aquamer Medical Corp.

 * Filed herewith.


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.

Date:

 

March 25, 2008

     
   

Aquamer Medical Corp.

     
   

Registrant

     

By:

 

/s/ Marshall Sterman

   

   

Marshall Sterman
President

 

EX-10.1 2 aquamer8k032508ex101.htm

Exhibit 10.1

PATENT PURCHASE AGREEMENT

               This Patent Purchase Agreement (hereinafter referred to as "Agreement") is made effective March 24, 2008 (the "Effective Date"), by and between Phillips Capital (the "HOLDER") and Aquamer Medical Corp. (the "ASSIGNEE").

               Recitals

               WHEREAS, Michael Magliochetti (the "INVENTOR") is the inventor of the following Intellectual Property, entitled Hydropatella Implant, being all of the rights, title and interest in and to the pending US Patent, identified as Attorney Docket No. 105554-2 which application was filed in the United States Patent and Trademark Office on September 30, 2005, as Application No, 60/722,277 (the "PATENT"), and

               WHEREAS, the INVENTOR transferred all rights, title and interest in the PATENT (the "Patent") to the HOLDER on January 10, 2006, and;

               WHEREAS the HOLDER is desirous of transferring ownership (assigning) of the PATENT to the ASSIGNEE and the ASSIGNEE is desirous of accepting ownership (assignment) of the PATENT in exchange for the issuance by the ASSIGNEE of 10,000,000 shares of the ASSIGNEE's common stock.

               NOW THEREFORE, in consideration of the term and covenants contained herein, the PARTIES hereto agree as follows:

               ARTICLE 1:  ASSIGNMENT

               The HOLDER hereby grants to ASSIGNEE an Assignment of the PATENT. HOLDER agrees to record transfer of ownership of the PATENT at the United States Patent and Trademark Office by assignment to ASSIGNEE in a timely manner.

               ARTICLE 2:  CONSIDERATION

               In consideration of the assignment of the PATENT to ASSIGNEE, ASSIGNEE shall pay to the designees of the HOLDER 10,000,000 shares of ASSIGNEE's common stock. The parties understand that shares issued by ASSIGNEE in connection with the transaction contemplated herein shall be restricted in accordance with Rule 144 of the Securities Act as promulgated under the rules of the United States Securities and Exchange Commission.

               ARTICLE 3:  WARRANTIES AND REPRESENTATIONS OF THE HOLDER

               HOLDER represents and warrants that:

               1. It is legally entitled to enter into this transaction

               2. The pending patent is free and clear of any liabilities, except for certain legal fees, which will be paid by Holder before March 31, 2008

               3. No assignments or licenses are outstanding, EXCEPT for those of HOLDER, which will terminate upon signature of the Agreement

               ARTICLE 4:  WARRANTIES AND REPRESENTATIONS OF THE ASSIGNEE

               ASSIGNEE represents and warrants that:

               1. The shares issued by it to the designees of the HOLDER have been duly authorized and, when issued, the designees of the Holder will acquire good and valid title to the shares free and clear of any liabilities

               IN WITNESS WHEREOF, the parties have executed this Agreement on March 24, 2008.

Phillips Capital, a corporation.
By:/s/Laura Magliochetti___
Laura Magliochetti
Its: President

Aquamer Medical Corp.
By:_/s/Marshall   Sterman__
Marshall Sterman
Its: President

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