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): May 1, 2006
Assured
Pharmacy, Inc.
(Exact
name of registrant as specified in its charter)
|
Nevada
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000-33165
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98-0233878
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|
(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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17935
Sky Park Circle Suite F, Irvine, CA
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92614
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|
(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: 949-222-9971
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___________________________________________________
(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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[
]
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Written
communications pursuant to Rule 425 under the Securities Act (17CFR
230.425)
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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[
]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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SECTION
5 - Corporate Governance and Management
Item
5.02 Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers
On
May 1,
2006, John Eric Mutter resigned as our Chief Operating Officer and the board
of
directors appointed Mr. Mutter to act as our Chief Technology Officer.
Mr.
Mutter served as our Chief Operating Officer since May 11, 2005. In January
2004, Mr. Mutter was retained by us as a consultant to provide technology and
information systems support. From 2000 to 2003, Mr. Mutter performed similar
responsibilities for the MedEx Systems Inc. designing, implementing and managing
a digital prescribing infrastructure for Pegasus Pharmacies. Prior to these
positions, Mr. Mutter has held numerous field engineering and technology
positions with Alpha Microsystems, Tomba Communications, Neosoft Inc.,
Checkpoint Systems, and Southwest Communications.
There
are
no family relationships between Mr. Mutter and any of our directors or executive
officers.
Mr.
Mutter has not had any material direct or indirect interest in any of our
transactions or proposed transactions over the last two years. At this time,
we
have not entered into an employment agreement with Mr. Mutter.
On
May 1,
2006, the board of directors appointed Haresh Sheth to act as our Chief
Operating Officer.
Mr.
Sheth
was appointed as a member of our board of directors in September 2005. Mr.
Sheth
is a graduate of West Virginia University where he earned an engineering degree.
Since 1991, Mr. Sheth has acted as President of Janus Finance Corporation,
an
asset based finance company. Mr. Sheth joined Mosaic Capital Advisors LLC in
2004 as their group financial officer.
There
are
no family relationships between Mr. Sheth and any of our directors or executive
officers.
We
entered into an employment agreement with Mr. Sheth and it is attached to the
current report as an exhibit. Pursuant to the terms of the employment agreement,
Mr. Sheth will receive a base salary of $150,000 and receive options to purchase
1,133,334 shares of common stock exercisable for a period of ten years from
the
date of issuance at the exercise price of $0.60 per share.
Set
forth
below is a description of all of our transactions or proposed transactions
over
the last two years that Mr. Sheth had any material direct or indirect interest
in.
Mosaic
is
a wholly-owned subsidiary of Mosaic Capital Advisors LLC. Mr. Haresh Sheth
who
is a member of our board of directors acts as group financial officer to Mosaic
Capital Advisors LLC.
On
February 23, 2005, we entered into an accounts receivable servicing agreement
and line of
credit
agreement with Mosaic Financial Services, LLC (“Mosaic”). The monthly interest
rate under this agreement is equal to one and one quarter percent of the maximum
amount of the credit line. This agreement allows us to secure financing for
inventory purchases over an extended period of time. Under the terms of the
line
of credit agreement, the maximum amount that can be drawn to purchase inventory
increased on July 1, 2005 from $500,000 to $700,000. This agreement was for
a
term of one year with a provision to automatically renew for another one year
period unless either party provides notice to the other of termination within
180 days prior to the end of the effective term.
Mosaic
provided notice to us of its intent to exercise its right under the line of
credit agreement to convert the $700,000 previously advanced into shares of
our
common stock. On October 24, 2005, our board of directors authorized the
issuance of 2,500,000 shares of our restricted common stock to Mosaic in
accordance with the conversion right provided in the line of credit agreement.
The price per share for the issued shares was $0.28 and the market price on
October 24, 2005 was $0.39 per share. The issuance of these shares to Mosaic
satisfied our obligations in full under the accounts receivable servicing
agreement and line of credit agreement.
On
October 31, 2005, we entered into another line of credit agreement (“LOC”) with
Mosaic enabling us to draw a maximum of $1,000,000 to purchase inventory. This
LOC has a one time commitment fee equal to three percent of the initial amount
of the LOC which has a monthly interest rate of 1.5% of the then LOC limit.
These accrued finance charges will be deducted prior to any advances. Under
the
terms of the LOC, Mosaic has a right to convert all or a portion of the
outstanding advances into shares of our common stock where the conversion price
is based on the weighted average closing bid price for our common stock on
the
OTCBB (or such other equivalent market on which our common stock is quoted)
as
for the seven trading days immediately preceding the date the conversion right
is exercised. The conversion price shall not be less than $0.40 or more than
$0.80. Our management anticipates that this LOC will adequately finance
inventory purchases for our existing pharmacies over the next twelve
months. This LOC is secured by substantially all of our
assets.
Mr.
Sheth
acts as President to Janus Financial Services, Inc. (“Janus”). During the
quarterly period ended September 30, 2005, we entered into a consulting
agreement with Janus. Pursuant to the terms of the consulting agreement, we
agreed to pay Janus a monthly consulting fee in the amount of $10,000 for a
period of two years. Under the terms of the consulting agreement, we also issued
Janus options to purchase 1,700,000 shares of our common stock exercisable
at
$0.60 per share. These options become fully vested over three years (566,667
options fully vest on September 29, 2005; 566,667 become fully vested on
September 29, 2006; and 566,666 become fully vested on September 29, 2007)
and
are exercisable until September 29, 2017. On April 30, 2006, the parties by
agreement terminated this consulting agreement and all stock options not vested
were terminated.
Section
9 - Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits
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.
Assured
Pharmacy, Inc.
/s/
Robert DelVecchio
Robert
DelVecchio
Chief
Executive Officer
Date:
May
3, 2006