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): June 15, 2012
SPECTRASCIENCE, INC.
(Exact name of registrant as specified in its charter)
|
Minnesota (State of other jurisdiction of incorporation) |
000-13092 (Commission File Number) |
41-1448837 (I.R.S. Employer Identification No.) |
11568-11 Sorrento Valley Road, San Diego, CA 92121
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (858) 847-0200
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registration 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Effective June 15, 2012, SpectraScience, Inc. (the “Company”) entered into an exclusive distribution agreement (the “Agreement”) with PENTAX Europe GmbH (“PENTAX”). The Agreement provides that PENTAX will be the exclusive distributor of the Company’s WavSTAT Optical Biopsy System (“WavSTAT”) in certain European countries, as well as Turkey, Saudi Arabia, and South Africa. The exclusive distribution period runs for five years from the effective date of the Agreement. The Agreement also grants PENTAX a right of first refusal for distribution into any other territories within the boundaries of Europe, the Middle East and Africa.
The Agreement provides that PENTAX will initially pay the Company $30,000 for each WavSTAT console and $825 for each box of five optical biopsy forceps to be distributed by PENTAX, and sets forth certain minimum annual purchasing commitments per country by PENTAX. The Agreement has a term of five years from the effective date, with annual renewals thereafter, provided that PENTAX has met its minimum annual purchasing requirements. The Agreement is terminable by either party for breach, including the failure of PENTAX to fulfill its minimum annual purchasing commitments. The Agreement also provides for certain indemnification obligations of PENTAX and confidentiality obligations of both parties.
The foregoing description of the material terms of the Agreement does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the full text of the Agreement, which will be filed as an exhibit to the Company’s next quarterly report on Form 10-Q.
| ITEM 8.01 | OTHER EVENTS |
On June 18, 2012, the Company issued a press release announcing the entry into the Agreement with PENTAX. The press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
This Current Report on Form 8-K, including Exhibit 99.1, contains forward-looking statements, including statements related to distribution of the Company’s products and sales and marketing activities, that are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements. Readers should not place undue reliance on forward-looking statements, which reflect management's view only as of the date hereof. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect subsequent events or circumstances. Readers should also carefully review the risk factors described in other documents the Company files from time to time with the Securities and Exchange Commission.
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits
| Exhibit Number |
Description | |
| 99.1 | Press Release dated June 18, 2012. |
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: June 20, 2012 | SPECTRASCIENCE, INC. | |
| By: | /s/ Jim Dorst | |
| Jim Dorst | ||
| Its: | Chief Financial Officer and Chief Operating Officer | |
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Press Release dated June 18, 2012. |
EXHIBIT 99.1
SpectraScience Signs Europe and Middle East Distribution Agreement
with PENTAX for the WavSTAT Optical Biopsy System
SAN DIEGO, June 18, 2012 (MARKETWIRE) – SpectraScience, Inc. (OTCQB: SCIE), a San Diego based medical device company, has signed an exclusive five-year agreement with PENTAX Europe GmbH to distribute its WavSTAT Optical Biopsy System for use in colorectal cancer screening and diagnosis. PENTAX is a leading worldwide provider of minimally invasive surgical devices, including flexible endoscopes which are used with the WavSTAT System during screening for colorectal cancer.
The agreement, which includes the both the Company’s new WavSTAT4 mobile console and the disposable optical biopsy forceps, covers Europe as well as Turkey, Saudi Arabia, and South Africa. The distribution agreement will provide for minimum purchase quantities in specified countries and also gives PENTAX a right of first refusal option for all other countries in the Middle East and Africa.
“We are delighted to have PENTAX as our first major distribution partner for the WavSTAT System,” said Michael Oliver, SpectraScience’s Chief Executive Officer. “Over the past 12 months PENTAX has performed extensive product and market evaluations of the WavSTAT technology, and they fully understand its potential to become the professional standard for colorectal cancer screening. We look forward to kicking off sales and marketing activities in the very near term, and we are now working closely with the PENTAX organization to customize business plans for key territories.”
Oliver added, “Among the initial programs planned with PENTAX, will be to address an exciting potential opportunity involving a new national colorectal cancer screening program that will begin in The Netherlands effective January 1, 2013. With a shortage of gastroenterologists, Dutch hospitals are initiating an extensive training program in 2012 to develop a cadre of nurse endoscopists to provide adequate capacity to conduct screening colonoscopies. We believe the WavSTAT4 System is the perfect tool to improve the nurses’ diagnostic effectiveness during these procedures. The Netherlands is known for its innovative approaches in healthcare, and much of the important research with WavSTAT for both colorectal and esophageal cancer has been conducted there. PENTAX Netherlands serves approximately 75 hospitals and medical centers in that country, and WavSTAT is highly complementary to their existing product portfolio.”
About SpectraScience, Inc.
SpectraScience is a San Diego based medical device company that designs, develops, manufactures and markets light-based analysis systems capable of determining whether tissue is normal, pre-cancerous or cancerous without physically removing tissue from the body. The WavSTAT Optical Biopsy System uses light to optically diagnose tissue and provide the physician with an immediate analysis. With the CE Mark approval for sale in the European Union, the WavSTAT System is the first commercially available product that incorporates this innovative technology for clinical use.
Contact:
SpectraScience, Inc.
Jim Dorst, Chief Financial Officer
(858) 405-9933
Investor Relations
LHA
Don Markley
dmarkley@lhai.com
(310) 691-7100