mdstm_8k.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) – September 2, 2008
Medistem Inc.
(Exact
Name of Registrant as Specified in its Charter)
|
Nevada
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|
(State
or other jurisdiction of
incorporation)
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333-100137
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86-1047317
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|
(Commission
File Number)
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(IRS
Employer Identification Number)
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2223 West Pecos Road, Suite 6,
Chandler, Arizona
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|
85224
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|
(Address
of principal executive office)
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|
(Zip
Code)
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Registrant’s
telephone number, including area code: (877) 372-7836
Not
Applicable
(Former
name or former address, if changed since last report.)
Check the
appropriate box below if the Form 8-K 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.
On
September 2, 2008, Medistem Laboratories, Inc. (the “Company”) entered into a
Third Amended and Restated License Agreement (“Third Amendment”) with the
Institute for Cellular Medicine (“ICM”). The Third Amendment amends the
previous license agreement with ICM and has the effect of (i) expanding the
territory covered by the license agreement to include Mexico and all of Central
America, South America, and the Caribbean; and (ii) revising the royalty rate
from 20% of ICM’s gross revenues during the term of the agreement to a fully
paid royalty in the amount of $1,000,000 plus 560,000 shares of the Company’s
common stock, with such shares being transferred by entities controlled by Dr.
Neil H. Riordan, the Company’s Chairman of the Board and majority
stockholder. ICM paid $600,000 of the cash portion of the royalty
payment upon signing of the Third Amendment and will pay the remaining $400,000
in eight monthly installments of $50,000 each. This amendment also
satisfies all outstanding loans and other amounts due from
ICM. Medistem estimates that the value of the consideration received
exceeds the value of existing amounts due from ICM by over
$900,000.
From
its inception in 2005 to June 30, 2008, Medistem earned approximately $507,000
in royalties from the license agreement with ICM. The Company’s Board
of Directors approved the Third Amendment in order to reduce its dependence on
revenue streams beyond its control and to provide immediate liquidity to enable
the Company to accelerate its research and development
activities. Because of his controlling ownership interest in ICM, Dr.
Riordan abstained from voting on the Board of Directors’ decision to approve the
Third Amendment.
Item
7.01 Regulation FD Disclosure.
On
September 7, 2008, the Company issued a press release announcing the signing of
the Third Amendment. The text of the press release is furnished as Exhibit 99.1
hereto.
Item
9.01 Financial Statements and Exhibits.
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Exhibit
Number
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Description
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99.1
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Press
Release dated September 7, 2008.
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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.
MEDISTEM LABORATORIES,
INC.
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Dated: September
8, 2008
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By: /s/
Steven M. Rivers
Steven
M. Rivers
Chief
Executive Officer
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