Form 8-K Current Report

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): August 19, 2016

BMP HOLDINGS INC.

(Exact name of registrant as specified in its charter)

DELAWARE

(State or other jurisdiction of incorporation)

333-204070

(Commission File No.)

200 Boston Avenue, Suite 1875

Medford, MA 02155

(Address of principal executive offices and Zip Code)

(617) 803-8838

(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):


.	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 Changes in Control of the Registrant

The information included in Item 5.02 below is incorporated by reference in this item.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On August 19, 2016 (the “Closing Date”), a stock purchase agreement was entered into by and between PixarBio Corporation (“PixarBio”) and Henry Sargent, a stockholder of BMP Holdings Inc. (the “Company”, “we”, “us” or “our”), who owned, in the aggregate, 5,000,000 shares of our common stock (96.7% of the outstanding shares). PixarBio purchased such shares for $108,500. In addition, PixarBio made a capital contribution in the amount of $216,500 to the Company, of which $191,500 was utilized to satisfy an outstanding loan made by Mr. Sargent to the Company and $25,000 was utilized to pay certain expenses of the Company. PixarBio used working capital as its source of funds for the transaction.

At the closing of the share purchase by PixarBio there was a change in our Board of Directors and executive officers. Mr. Henry Sargent, who served as our sole director and officer, resigned as the Chief Executive Officer, Principal Financial Officer and Principal Accounting Officer. Mr. Sargent will continue to serve as the President of the Company and will continue to serve as manager of Buddhi Mat LLC pursuant to a management agreement executed on August 19, 2016, which is attached hereto as Exhibit 10.1. After expanding the number of members of the Board of Directors to two and appointing Mr. Frank Reynolds to serve as a member of the board of directors, Mr. Sargent tendered his resignation as a director, with such resignation to be effective 10 days after a Schedule 14f-1 relating to such change in the Board of Directors is mailed to the stockholders of the Company. We anticipate mailing the Schedule 14f-1 on or about August 31, 2016. To our knowledge, Mr. Sargent’s resignation was not the result of any disagreement with us on any matter relating to our operations, policies or practices.

Prior to his resignation from the Board of Directors, Mr. Sargent, as the sole director, appointed Mr. Frank Reynolds to serve as the Chairman of the Board of Directors, Chief Executive Officer, Principal Financial Officer and Principal Accounting Officer of the Company, effective on the Closing Date.

Frank Reynolds, 53 years old, has served as the Chief Executive Officer, Chief Financial Officer, Chief Scientific Officer and Chairman of the Board of Directors of PixarBio, which he co-founded, since 2013. PixarBio is a specialty biotechnology company focused on pre-clinical and commercial development of novel neurological drug delivery systems for post-operative pain. From 2005 to 2013, Mr. Reynolds served as Chairman of the Board, Chief Executive Officer, Chief Scientific Officer and Chief Financial Officer of InVivo Therapeutics Holding Corp., which he co-founded. InVivo Therapeutics Holding Corp. is a research and clinical-stage biomaterials and biotechnology company. He holds an MBA from MIT-Sloan Fellows Program in Global Innovation and Leadership- Massachusetts Institute of Technology; a Master’s of Science in Engineering – University of Pennsylvania; he is an alumni of the Executive Masters of Technology Management – Wharton School of Business; a Master’s of Science in Management Information Systems – Temple University; a Master’s of Science in Health Administration – Saint Joseph’s University; and a Master’s of Science in Counseling Psychology – Chestnut Hill College. He also holds a Bachelor of Science in Marketing- Rider University.

No agreements or arrangements were entered into by us in connection with the appointment of Mr. Reynolds as an officer and director. Mr. Reynolds has not previously entered into any transaction with us.

Item 9.01 Financial Statements And Exhibits

(d) Exhibits:


10.1	Management Agreement dated as of August 19, 2016 by and among Henry Sargent, BMP Holdings Inc. and Buddhi Mat LLC

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.

Dated this 25^th day of August 2016.


	BMP HOLDINGS INC.

	By:	/s/ Francis M. Reynolds
		Francis M. Reynolds, Chief Executive Officer

Exhibit 10.1

MANAGEMENT AGREEMENT

AGREEMENT made as of this 19th day of August, 2016, by and between HENRY SARGENT, having an address at 381 West Mountain Road, Ridgefield, CT 06877 (“Sargent”), BMP Holdings Inc. (“BMP”),and Buddhi Mat LLC, a Connecticut limited liability company, having an office at 381 West Mountain Road, Ridgefield, CT 06877 (the “Company”) (this “Agreement”).

WHEREAS, Sargent and PixarBio Corporation (“Pixar”), a Nevada corporation, have entered into that certain Stock Purchase Agreement dated as of August19, 2016 (the “Purchase Agreement”);

WHEREAS, pursuant to the Stock Purchase Agreement, Sargent sold 5,000,000 restricted shares of the presently issued and outstanding shares of capital stock of BMP to Pixar (“Sargent’s Interest”)

WHEREAS, the Company is the wholly-owned subsidiary of BMP; and

WHEREAS, the Company desires to retain Sargent to manage and operate the Company from the date hereof through the end of the Term (defined herein).

NOW, THEREFORE, in consideration of the mutual premises, undertakings and conditions hereinafter set forth, the parties hereto agree as follows:

Operation and Management of the Company

(a)

The following services shall be provided by Sargent together with all other services which Sargent in his sole discretion deems necessary to operate and manage the Company:

(i)

to purchase all necessary supplies for the Company;

(ii)

to provide for all necessary utilities and services which are reasonably required for the operation of the Company;

(iii)

to employ, hire, discharge, supervise and pay, all employees and independent contractors reasonably considered by Sargent as necessary for the efficient operation of the Company in accordance with levels of compensation and other terms and conditions of employment as shall be established from time to time by Sargent;

(iv)

to maintain, or cause to be maintained complete and accurate records of all transactions made pursuant to this Agreement; including records of all transactions of the Company pursuant to the rules and regulations of the state in which the Company operates;

(v)

to prepare and file or cause to be filed all federal, state and local income tax and information returns regarding the Company;

(vi)

to be solely responsible for all expenses in connection with the operation, promotion and advertising of the Company;

(b)

Sargent agrees that he will cause the Company to pay all rent, additional rent and other obligations of the Company due under the lease agreement for certain real property previously executed by the Company (the “Lease”) directly to the landlord of such Lease and to make all other payments owed by the Company pursuant to any other agreements to which the Company is a party.

(c)

Sargent shall make loans to the Company in the ordinary course, as needed, in the event the Company’s revenues are insufficient to fund the Company’s operations. Any such loans made by Sargent (the “Sargent Loans”) shall bear interest at the rate of three (3%) percent per annum and shall have a maturity date of 90 days. As security for any such loan, BMP here grants Sargent a first priority security interest and lien in BMP’s membership interest in the Company (the “BMP Interest”). BMP agrees to take all action that may be necessary, so as at all times to maintain the validity, perfection, enforceability and first priority of Sargent’s lien on the BMP Interest, as may be requested by Sargent, including the delivery to Sargent of a certificate evidencing BMP’s membership interest in the Company to held as a pledged interest by Sargent so long as the Company has an obligations to Sargent under the Sargent loans.

(d)

Sargent shall not commence any litigation or other government proceeding on behalf of the Company or incur any liability in excess of $10,000 without the prior written consent of BMP.

Term

The term of this Agreement (the “Term”) shall be one (1) year from the date hereof.

Termination

This Agreement may be terminated by the Company only for Cause. “Cause” as used herein means the occurrence of any of the following events: (i) the willful and material failure of Sargent to perform or in performing Sargent’s duties or responsibilities hereunder; (ii) Sargent’s conviction of a felony or willful misappropriation of funds or other property of the Company; (iii) willful engagement in acts of gross malfeasance in connection with Sargent’s obligations hereunder; or (iv) or Sargent’s inability by reason of physical or mental disability or incapacity, to devote the time and attention necessary to carry out properly his obligations to the Company under this Agreement.

Representations and Warranties of the Company

(a)

The Company represents and warrants that is a limited liability company duly organized, validly existing and in good standing under and by virtue of the laws of its state of incorporation.

(b)

The Company represents and warrants that the execution, delivery and performance of this Agreement has been duly authorized by all requisite action and does not violate, result in a default under or contravene any other agreement to which the Company is bound.

Representations and Warranties of Sargent

Sargent represents and warrants that he has the right, power, authority and capacity to execute, deliver and perform this Agreement and that the execution, delivery and performance of this Agreement does not violate, result in a default under or contravene any other agreement to which Sargent is bound.

Compensation

In consideration of the services provided by Sargent hereunder, Sargent shall be entitled to fifty (50%) percent of the Net Profits (as such term is hereinafter defined) from the operation of the Company as compensation. For purposes of this section, the term “Net Profits” shall mean the amount of gross revenue derived from the operation of the Company, less all reasonable and necessary operating expenses applied in accordance with generally accepted accounting principles.

Right of First Refusal; Option to Purchase

(a)

Subject to any lien created pursuant to Section 1(c) above, BMP may sell, transfer or dispose of all (but not less than all of) the BMP Interest to any person for cash pursuant to a bona fide offer from such person, provided that BMP provides thirty (30) days prior written notice (the “First Offer Notice”) to Sargent specifying in reasonable detail (i) the identity and address of the prospective transferee; (ii) a description of any related transactions, understandings and relationships, or a statement that none exists; and (iii) the consideration and material terms and conditions upon which, and a copy of the agreement pursuant to which, the proposed transfer is to be made.

(b)

Sargent shall have the option, for a period of twenty (20) days after receipt of the First Offer Notice, to purchase at the same price and on the same terms as contained in the First Offer Notice, provided that any amounts due under the Sargent Loans may be applied toward the purchase price, thereby reducing the amount owed to BMP pursuant to this section.

(c)

BMP hereby grants an option to Sargent to purchase the BMP Interest during the Term and any extension thereof (“Option”). Sargent may exercise the Option at any time following one hundred twenty (120) days from the date of this Management Agreement by providing written notice to BMP. The purchase price shall be conditioned upon the Company’s financial results for the second half of the 2016 calendar year. Any amount of outstanding Sargent Loans may be applied toward the purchase price of the Company pursuant to the Option.

Indemnification

Sargent shall, at his own expense, defend, indemnify and hold harmless the Company from and against any and all claims, losses, damages, judgments, costs, and expenses (including attorneys’ fees) arising from any third party claims or assertions in any suit, action or proceeding that arises from or are in connection with the operation of the Company, as of the date hereof through the end of the Term.

Other Provisions

(a)

Notice of Agreement

This Agreement shall not be deemed to create any relationship of franchise, agency, partnership or joint venture between the parties hereto.

(b)

Non-Waiver

The failure of either party to enforce at any time any term, provision or condition of this Agreement, or to exercise any right or option herein, shall in no way operate as a waiver thereof, nor shall any single or partial exercise preclude any other right or option herein; and no waiver whatsoever shall be valid unless in writing, signed by the waiving party, and only to the extent herein set forth.

(c)

Parties in Interest

All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors in interest of the respective parties hereto.

(d)

Laws Governing

This Agreement shall be construed and interpreted according to the laws of the State of New York, with the same force and effect as is fully executed and to be performed therein.

(e)

Notices

All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand or mailed, certified or registered mail, with first-class postage paid, at the addresses first set forth above or to such person and place as the parties may specify by written notice.

(f)

Counterparts

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(g)

Headings

The headings herein are for convenience only and shall not affect the construction or interpretation hereof.

(h)

Severability

If any provisions or any portion of any provision of this Agreement shall be construed to be illegal, invalid, or unenforceable, such shall be deemed stricken and deleted from this Agreement to the same extent and effect as if never incorporated herein, but all other provisions of this Agreement and the remaining portion of any provision which is illegal, invalid or unenforceable in part shall continue in full force and effect.

[Signature Page to Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

/s/ Henry Sargent

Henry Sargent

BUDDHI MAT, LLC

By: /s/ Henry Sargent

Name: Henry Sargent

Title: Manager

Agreed as to Sections 1(c), 7 and 9:

BMP HOLDINGS INC.

By: /s/ Henry Sargent

Name: Henry Sargent

Title: President