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 reported) November
30, 2008
Advanced
Biotherapy, Inc.
(Exact
name of registrant as specified in its chapter)
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Delaware
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0-26323
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51-0402415
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(State
or other jurisdiction of incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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227
West Monroe, Suite 3900
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60606
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Chicago,
Illinois
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(Zip
Code)
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(Address
of principal executive offices)
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Registrant’s
telephone number, including area code (312)
701-0793
Not
applicable
(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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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| q |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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| q |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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| q |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
John
L.
Drew resigned as Chief Financial Officer effective as of November 30, 2008.
Since August 1, 2007, Mr. Drew has been employed by the Company.
Prior
to
Mr. Drew’s resignation, the Board of Directors approved the following severance
for Mr. Drew upon his termination of employment, except upon termination for
cause of his employment agreement (“Severance Benefits”): (i) the grant of
2,200,000 shares of Company common stock, which will bear restrictive legends
and will constitute “restricted securities” as defined in Rule 144 under the
Securities Act of 1933, as amended, (ii) payment of the sum of $5,600, which
will constitute a cash severance payment, and (iii) acceleration of all unvested
stock options (“Unvested Stock Options”) to purchase Company common stock
previously granted to him, with the right to exercise those options for a period
of 18 months after the date of employment termination. As of the date hereof,
the number of shares underling the Unvested Stock Options is 6,666,667
shares.
Mr.
Drew
has agreed to release the Company from all claims related to his employment
at
the Company except for rights to his stock options to purchase Company common
stock, rights under his Indemnification Agreement dated as of August 28, 2007,
between him and the Company, and rights to his Severance Benefits.
The
Board
of Directors also approved the acceleration of all unvested stock options
granted to Christopher W. Capps, President and Chief Executive Officer of the
Company, effective upon the termination of his employment at the Company, except
upon termination of his employment for cause.
FORWARD-LOOKING
STATEMENTS
This
Form
8-K and other documents that we file with the Securities and Exchange Commission
(“SEC”) contain forward-looking statements relating to, among other matters, 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 of the plans and objectives of management
for
future operations, any projections of revenue earnings or other financial items,
any statements regarding future economic conditions or performance, and any
statement of assumptions underlying any of the foregoing. 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,” “will,” “assume,”
“continue,” or 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. Factors
that could cause or contribute to such differences include, but are not limited
to, those discussed in the Company’s Current Report on Form 8-K filed November
4, 2008, regarding a change in control of the Company and the Company’s Annual
Report on Form 10-KSB for the fiscal year ended December 31, 2007. 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. Furthermore, we do not intend (and we are not
obligated) to update publicly any forward-looking statements. You are advised,
however, to consult any further disclosures we make on related subjects in
our
reports to the Securities and Exchange Commission.
Item
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c)
Exhibits.
None.
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.
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ADVANCED
BIOTHERAPY, INC.
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(Registrant)
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Date: December
1, 2008
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By: |
s/Christopher
W. Capps
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Christopher
W. Capps, President and Chief Executive Officer |
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