UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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) October
11, 2006
Advanced
Biotherapy, Inc.
(Exact
name of registrant as specified in its chapter)
|
Delaware
|
|
0-26323
|
|
51-0402415
|
|
(State
or other jurisdiction of
incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
|
141
West Jackson Boulevard, Suite 2182
Chicago,
Illinois
|
60604
|
|
(Address of principal executive
offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code (312)
427-1912
Item
1.01. Unregistered
Sales of Equity Securities.
On
August
28, 2006, the Registrant (or “Company”) and Richard P. Kiphart (“Noteholder”), a
director of the Company, entered into a Share Purchase and Debt Restructure
Agreement (“Agreement”). Subject to the terms and conditions of the Agreement,
the Company agreed to sell an aggregate of 433,333,333 shares (“New Shares”) of
Company common stock, $0.001 par value, at $0.015 per share to the Noteholder,
certain family members of the Noteholder, Christopher Capps (the Company’s new
President and Chief Executive Officer) and other prospective board members,
for
the aggregate sum of $6,500,000 (“New Capital”). The Company received $1.1
million of the New Capital from the Noteholder as of August 28, 2006, for which
the Noteholder acquired 73,333,333 shares of Company common stock. The other
holders (“Other Holders”) of Company convertible notes, promissory notes and
certain other indebtedness owed by the Company converted the entire principal
amount thereof, together with accrued interest thereon, into approximately
35,319,059 shares of Company common stock, at the price of $0.015 per
share, effective as August 28, 2006, (except for holders of approximately
$15,460 in Company convertible notes which were paid off by the Company, and
except for two other holders of Company convertible notes who
converted their notes as described below). On October 6, 2006, the Company
filed an amendment to its Certificate of Incorporation (“Amendment to
Certificate”) that increased the number of authorized shares of Company common
stock from 200,000,000 to 2,000,000,000 shares of common stock. As a result
of
the filing of the Amendment to Certificate, the balance of the New Capital
was
paid to the Company on October 11, 2006, for which the investors acquired
360,000,000 shares of Company common stock. As of October 11, 2006, the
Noteholder converted all of his Company convertible notes and other promissory
notes into approximately 360,988,600 shares of common Company stock, at the
same
$0.015 per share conversion price. Also, as of October 11, 2006, two
other holders of Company convertible notes converted all their Company
convertible notes into approximately 62,572,467 shares of Company common stock,
at the same $0.015 per share conversion price.
The
new
shares of Company common stock (“New Shares”) issued for the New Capital were
sold pursuant to the exceptions provided by Section 4(2) of the Securities
Act
of 1933, as amended (“Act”) and Regulation D, promulgated thereunder. The
Noteholder and the other persons who acquired New Shares are each an
“accredited” investor, as that term is defined in Rule 501 in Regulation D of
the Act. No general solicitation or advertising was employed by the Company,
or
anyone else associated with the Company in connection with the placement of
the
New Shares. No commissions were paid. The certificates representing the New
Shares will bear appropriate restrictive legends. All of the shares being
acquired by the Noteholder and other holders of Company indebtedness pursuant
to
conversion or other exchange of Company debt are being issued pursuant to an
exemption under the Act and applicable securities laws. All certificates
representing the shares of Company common stock to be issued to Noteholder
and
Other Holders will bear appropriate restrictive legends.
According
to the Noteholder, the Noteholder and the other purchasers of New Shares used
personal funds to acquire the New Shares.
The
Company granted stock options to members of the Board of Directors (except
Richard P. Kiphart) and members of its Advisory Board to purchase an aggregate
7,210,000 shares, at an exercise price of $0.03 per share, as of August 28,
2006.
Item
2.01. Changes
in Control of Registrant.
The
Noteholder acquired from the Company shares of Company common stock constituting
a majority of the issued and outstanding shares of Company common stock, which
resulted in a change in control with respect to the stock ownership of the
Company such that the Noteholder holds the majority of the issued and
outstanding of the Company common stock. As a result of his share ownership,
the
Noteholder is able to elect all of the directors who comprise the Board of
Directors, which represents a change in the majority control of the Board.
Pursuant to the Agreement and as of October 11, 2006, the Noteholder acquired
approximately 83% of the issued and outstanding shares of the Company after
taking into account the New Capital and conversion of all Company convertible
notes, promissory notes, and certain other Company indebtedness into shares
of
Company common stock.
Item
5.03 Amendments
to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
The
Company filed the Amendment to Certificate on October 6, 2006. The Amendment
to
Certificate increased the number of authorized shares of Company capital stock
from 220,000,000 to 2,020,000,000 shares, consisting of 2,000,000,000 shares
of
common stock, $.001 par value a share, and 20,000,000 shares of preferred stock,
$.001 par value per share.
FORWARD-LOOKING
STATEMENTS
This
Form
8-K and other reports we file with the Securities and Exchange Commission
(“SEC”) contain forward-looking statements relating to, among other things, the
Transaction, and our future performance, our business, and future events. All
statements other than statements of historical facts are forward-looking
statements, including, without limitation, any statements regarding future
performance. Some of these forward-looking statements may be identified by
the
use of words in the statements such as "anticipate," "estimate," “could”
"expect," "project," "intend," "plan," "believe,” “seek,” “should,” “may,”
“assume,” “continue,” variations of such words and similar expressions. These
statements are not guarantees of future performance and involve certain risks,
uncertainties, and assumptions that are difficult to predict. We caution you
that our performance and results could differ materially from what is expressed,
implied, or forecast by our forward-looking statements. Future operating results
and the Company’s stock price may be affected by a number of factors, including,
without limitation: (i) availability of capital; (ii) opportunities for joint
ventures and corporate partnering; (iii) opportunities for mergers and
acquisitions to acquire non-biotechnology revenue generating businesses, or
to
expand the Company’s biotechnology base; (iv) regulatory approvals of
preclinical and clinical trials; (v) intellectual property matters (patents);
and (vi) competition. Factors that could cause or contribute to such differences
include, but are not limited to, those discussed in the section entitled “Item
1. Business,” and all subsections therein, including, without limitation, the
subsections entitled, Technical Background, Government Regulation, Federal
Drug
Administration Regulation, Competition, and Factors That May Affect the Company,
and the section entitled “Market for Registrant's Common Stock and Related
Stockholder Matters,” all contained in the Company’s Annual Report on Form
10-KSB for the fiscal year ended December 31, 2005. Given these risks and
uncertainties, any or all of these forward-looking statements may prove to
be
incorrect. Therefore, you should not rely on any such forward-looking
statements. Except as required under federal securities laws and the rules
and
regulations of the SEC, we do not intend to update publicly any forward-looking
statements to reflect actual results or changes in other factors affecting
such
forward-looking statements.
Item
9.01. FINANCIAL STATEMENTS
AND
EXHIBITS.
(c) Exhibits.
| Designation |
Description of Exhibit |
| |
|
| 3.41 |
Amendment to Certificate of
Incorporation |
| |
|
| 99.1 |
Press Release dated October 13,
2006 |
1
The
Registrant intends to correct certain other Exhibit numbers in a subsequent
filing.
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.
| |
|
|
| |
ADVANCED
BIOTHERAPY, INC.
|
|
|
|
| Date: October
13, 2006 |
By: |
|
| |
Christopher
W. Capps, President
and
Chief Executive Officer
|
| |
|
INDEX
TO
EXHIBITS
|
Exhibit
|
Description
|
| |
|
| 3.41 |
Amendment to Certificate of
Incorporation |
| |
|
| 99.1 |
Press Release dated October 13,
2006 |
1 The
Registrant intends to correct certain other Exhibit numbers in a subsequent
filing.