U.S.
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 4,
2009
OHR
PHARMACEUTICAL, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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333-88480
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04-3648721
|
|
(State
or other Jurisdiction
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(Commission
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(I.R.S.
Employer
|
|
of
Incorporation)
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File
Number)
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Identification
No.)
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1245
Brickyard Road, Suite 590
Salt Lake
City, Utah 84106
(Address
of principal executive offices) (Zip
Code)
Registrant's
telephone number, including area code (801)
433-2000
BBM
HOLDINGS, INC.
1245
Brickyard Road, Suite 590, Salt Lake City, Utah 84106
(FORMER
NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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 1.01
Entry into a Material Definitive Agreement
Effective
August 4, 2009, our predecessor in interest, BBM Holdings, Inc., a Utah
corporation (“BBM”), completed its reincorporation in the State of Delaware (the
“Reincorporation Merger”), by merging with and into its wholly-owned subsidiary,
Ohr Pharmaceutical, Inc., a Delaware corporation (the “Company”). The
Reincorporation Merger was completed pursuant to the terms of a Merger Agreement
and Plan of Reorganization dated as of August 3, 2009 (the “Merger Agreement”)
between BBM and the Company.
Pursuant
to the Merger Agreement, each outstanding share of Common Stock of BBM was
converted into one share of the Company’s Common Stock, each outstanding share
of Series B Convertible Preferred Stock of BBM was converted into one share of
the Company’s Series B Convertible Preferred Stock, and BBM ceased to exist as a
separate legal entity. The Reincorporation Merger did not result in
any material change in our business, outlets, offices, facilities, assets,
liabilities, obligations, or net worth, or our directors, officers, or
employees.
A copy of
the Merger Agreement is attached hereto as Exhibit 2.1 and is incorporated
herein by reference and made a part hereof.
Item
5.03 Amendments to Articles of Incorporation and Bylaws
As disclosed under Item
1.01 above, effective August 4, 2009, BBM merged into the Company and
ceased to exist as a separate legal entity. As a result, holders of
BBM Common Stock and Series B Convertible Preferred Stock, are now holders of
the Company’s Common Stock and Series B Convertible Preferred Stock,
respectively, and their rights as holders of the Company’s Common Stock and
Series B Convertible Preferred Stock are governed by the General Corporation Law
of the State of Delaware and the Company’s new Certificate of Incorporation and
Bylaws.
In
connection with consummating the Merger, our incorporator filed a new
Certificate of Incorporation in Delaware. Our new Certificate of
Incorporation increased the authorized capital stock of the Company to
180,000,000 shares of Common Stock, $0.0001 par value per share,
and 15,000,000 shares of serial preferred stock, $0.0001 par value per share, of
which 6,000,000 shares have been designated as Series B Convertible Preferred
Stock, having substantially the same terms as the Series B Convertible
Preferred Stock of BBM. The Board of Directors of the Company also
adopted the Company’s Bylaws.
Copies of
our Certificate of Incorporation and our Bylaws are attached hereto as
Exhibits 3.1 and 3.2 respectively, and are incorporated herein by reference
and made a part
hereof.
Item
8.01 Other Events
On June
22, 2009, a majority of the holders of the issued and outstanding voting Common
Stock of BBM entitled to vote for and on behalf of all shareholders approved the
Majority Shareholder Consent Resolution of the Company and the Reincorporation
Merger acting by written consent, and appropriate notice was sent to all other
shareholders in accordance with Utah law. All of the details of the
Reincorporation Merger, including majority shareholder consent information, were
made available to non-consenting shareholders of record pursuant to an
Information Statement. A copy of the Information Statement is
attached hereto as Exhibit 99.1 and is incorporated herein by reference and made
a part hereof.
Item
9.01. Financial Statements and Exhibits
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Exhibit Number
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Description
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2.1
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Merger
Agreement and Plan of Reorganization, dated August 3, 2009, between Ohr
Pharmaceutical, Inc. and BBM Holdings, Inc.
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3.1
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Articles
of Incorporation of Ohr Pharmaceutical, Inc., dated August 4,
2009
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3.2
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By-Laws
of Ohr Pharmaceutical, Inc., dated August 4, 2009
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99.1
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Information
Statement, dated June 22, 2009
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EXHIBIT
INDEX
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Exhibit Number
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Description
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2.1
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Merger
Agreement and Plan of Reorganization, dated August 3, 2009, between Ohr
Pharmaceutical, Inc. and BBM Holdings, Inc.
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3.1
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Articles
of Incorporation of Ohr Pharmaceutical, Inc., dated August 4,
2009
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3.2
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By-Laws
of Ohr Pharmaceutical, Inc., dated August 4, 2009
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99.1
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Information
Statement, dated June 22, 2009
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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.
OHR
PHARMACEUTICAL, INC.
Dated:
August 11, 2009
Andrew
Limpert, President and CEO