U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: July 22, 2002
GENEMAX CORP.
formerly known as Eduverse.com
(Exact Name of Small Business Issuer as Specified in its Charter)
NEVADA
(State or other Jurisdiction as Specified in Charter)
00-27239 88-0277072
(Commission file number) (I.R.S. Employer Identification No.)
435 Martin Street, Suite 2000
Blaine, Washington 98230
(Address of Principal Executive Offices)
(360) 332-7734
(Issuer's telephone number)
Items 2 through 6 and 8 not applicable.
Item 1. Changes in Control of Registrant
As of the date of this Report, the Board of Directors of GeneMax Corp., a
Nevada corporation and formerly known as "Eduverse.com" (the "Company"), has
commenced the closing of the acquisition of GeneMax Pharmaceuticals Inc., a
Delaware corporation ("GeneMax Pharmaceuticals"). On May 9, 2002, to be
effective July 15, 2002, Eduverse.com (now known as GeneMax Corp.), the
shareholders of GeneMax Pharmaceuticals (the "GeneMax Shareholders"), GeneMax
Pharmaceuticals and Investor Communications International, Inc., a Washington
corporation ("ICI") entered into a share exchange agreement (the "Share Exchange
Agreement").
Based upon review of a wide variety of factors considered in connection
with its evaluation of Share Exchange Agreement, the Board of Directors of the
Company believed that consummation of the Share Exchange Agreement would be fair
to and in the best interests of the Company and its shareholders. On May 9,
2002, the Board of Directors approved and authorized execution of the Share
Exchange Agreement. The Board of Directors further authorized and directed the
filing with the Securities and Exchange Commission and subsequent distribution
to ten or less shareholders of the Company who held of record as of May 27, 2002
at least a majority of the issued and outstanding shares of Common Stock, an
Information Statement pursuant to Section 14(c) of the Securities Exchange Act
of 1934, as amended, for approval of certain corporate actions.
On July 15, 2002, a Written Consent of Shareholders of the Company was
executed pursuant to which the shareholders (i) approved the Share Exchange
Agreement, related conversion of loan to equity interest by the Company in
GeneMax Pharmaceuticals, and resulting change in control of the Company; (ii)
approved an amendment to the Articles of Incorporation of the Company to
effectuate a change in the corporate name to "GeneMax Corp."; (iii) approved a
2002 stock option plan for key personnel of the Company; (iv) approved an
amendment to the Company's bylaws to change the number of directors of the
Company to consist of one (1) to fifteen (15); (v) elected three persons to
serve as directors of the Company until the next annual meeting of the Company's
shareholders or until their successor has been elected and qualified; and (vi)
ratified the election of LaBonte & Co. as independent public accountants for the
Company for fiscal year ending December 31, 2002.
In accordance with the terms of the Share Exchange Agreement, the sole
business operations of the Company will be in the biotechnology industry.
Pursuant to the terms of the Share Exchange Agreement, the Company's name has
been changed to "GeneMax Corp." and, effective July 15, 2002, the Company's
trading symbol under the OTC Bulletin Board for its shares of Common Stock has
been changed to "GMXX".
Share Exchange Agreement
Pursuant to the terms of the Share Exchange Agreement, the Company is
acquiring from the GeneMax Shareholders up to one hundred percent (100%) of the
issued and outstanding shares of common stock of GeneMax Pharmaceuticals. The
terms of the Share Exchange Agreement require the Company to issue shares of its
restricted common stock as follows: (i) up to 6,744,964 shares of restricted
Common Stock to the GeneMax Shareholders in proportion to their respective
holdings in GeneMax Pharmaceuticals; (ii) up to 4,487,001 shares of restricted
Common Stock to Canadian shareholders of GeneMax Pharmaceuticals pursuant to the
terms of a Takeover Bid Circular dated July 8, 2002; (iii) up to 188,154 shares
of restricted Common Stock to certain creditors of GeneMax Pharmaceuticals
pursuant to the terms of certain debt settlement agreements; and (iv) 200,000
shares of restricted Common Stock to a third party as a finders' fee pursuant to
the terms of the Share Exchange Agreement. Management anticipates that all such
shares of Common Stock will be issued by approximately August 15, 2002.
As of the date of this Report, the Company has issued an aggregate of
5,880,304 shares of its restricted Common Stock to the GeneMax Shareholders. See
"Change in Control of Registrant" below.
Voluntary Pooling Agreement
The Company and GeneMax Pharmaceuticals desire to provide for and maintain
an orderly trading market and stable price for the Company's shares of Common
Stock. Therefore, the GeneMax Shareholders, the Company and Global Securities
Transfer Inc. entered into a voluntary pooling agreement, dated May 9, 2002 to
be effective July 15, 2002 (the "Pooling Agreement"). Pursuant to the terms and
provisions of the Pooling Agreement, the GeneMax Shareholders and certain
shareholders of the Company (the "Pooled Shareholders") representing up to an
aggregate of 8,100,000 and 1,066,980 shares of Common Stock, respectively (the
"Pooled Shares"), generally agreed that the Pooled Shares shall be subject to a
contractual restrictive holding period. The Pooled Shareholders further agreed
that that the Pooled Shares will not be traded and will become available for
trading and released and sold in the following manner: (i) an initial ten
percent (10%) of the Pooled Shares will be released to the Pooled Shareholders
on the date which is one calendar year from the closing date of the Share
Exchange Agreement (the "First Release Date"); and (ii) a further ten percent
(10%) will be released to the Pooled Shareholders on each of the dates which are
every three (3) calendar months from the First Release Date in accordance with
each Pooled Shareholder's respective shareholdings.
Secured and Convertible Loan Agreement
As a condition to entering into and in accordance with the Share Purchase
Agreement, the Company and ICI agreed to advance to GeneMax Pharmaceuticals the
aggregate principal sum of not less than $250,000 within five (5) business days
of ICI raising an aggregate of $700,000. As of the date of this Report, the
Company has received subscriptions for $700,000 in funding and has advanced an
aggregate sum of $250,000.00 to GeneMax Pharmaceuticals.
In accordance with the loan made to GeneMax Pharmaceuticals, the principal
sum loan amount bears interest accruing at the rate of ten percent (10%) per
annum, and is secured pursuant to a senior fixed and floating charge on all of
the assets of GeneMax Pharmaceuticals (the "Loan Agreement").
Pursuant to the terms and provisions of the Loan Agreement, GeneMax
Pharmaceuticals further agreed that the aggregate principal loan sum amount will
be repaid to the Company on or before the day which is ninety (90) calendar days
from the earlier of one (1) year from the execution date of the Loan Agreement
or the date upon which the Company's proposed purchase of all of the issued and
outstanding shares of GeneMax Pharmaceuticals under the terms of the Share
Purchase Agreement terminates (the "Final Payment Date"). It is further agreed
that GeneMax Pharmaceuticals will have the right to prepay and redeem any
portion of the aggregate principal loan sum amount and accrued interest due and
owing the Company in whole or in part prior to the Final Payment Date by
providing the Company with no less than ninety (90) calendar day's prior written
notice (the "Right of Redemption"). As a result of the Closing, the loan will
become an intercompany account between parent and subsidiary.
GeneMax Pharmaceuticals
GeneMax Pharmaceuticals was formed in Delaware during 1999, and its
subsidiary was formed under the laws of the Province of British Columbia, Canada
in 2000. GeneMax Pharmaceuticals is a biotechnology company specializing in the
discovery and development of immunotherapeutics aimed at the treatment and
eradication of cancer, and therapies for infectious diseases, autoimmune
disorders and transplant tissue rejection. Management of the Company believes
that the global market for effective cancer treatments is large, and that
immunotherapies representing potential treatments for metastatic cancer are an
unmet need in the area of oncology.
During March 2000, GeneMax Pharmaceuticals and the University of British
Columbia entered into an exclusive world-wide license agreement (the "License
Agreement"). Pursuant to the terms of the License Agreement, GeneMax
Pharmaceuticals acquired exclusive licensing rights to two patented
technologies: (i) a cell-based peptide transfer assay, and (ii) a cancer
immuno-therapy based on restoration of antigen presentation through transporters
associated with antigen-processing technologies, which is GeneMax
Pharmaceutical's lead product ("TAP Technology").
TAP Technology
Management of the Company believes that GeneMax Pharmaceutical's TAP
Technology is a therapeutic that enables a body's immune system to recognize the
cancer cells as "foreign" and kill them. The TAP Technology is aimed at a group
of cancers that include lung cancer, liver cancer, kidney cancer, head and neck
cancer, breast cancer, melanoma, prostate cancer, colorectal cancer and cervical
cancer. These cancers are characterized by defects in the cellular, antigen
presentation pathway, which results in the cancers becoming invisible to the
immune system. This allows the cancers to continue to proliferate and eventually
spread. Management of the Company believes that GeneMax Pharmaceutical's TAP
Technology increases the activity of the antigen presentation pathway thus
providing sufficient information to the immune system to cause rejection and
elimination of tumors from the body.
GeneMax Pharmaceuticals has provided proof of principle behind the TAP
Technology by curing mice bearing metastatic small cell lung cancer tumors. This
study was published in Nature Biotechnology (Vol. 18, pp. 515-520, May 2000).
The TAP Technology was further validated in melanoma. Management of the Company
believes that the competitive advantages of the TAP Technology include (i)
efficacy against secondary cancerous growths elsewhere in the body; (ii) no
restrictions on the genetics of the tumors or individuals; (iii) non-toxicity to
normal cells; and (iv) complementary to and synergistic with other therapeutics.
As of the date of this Report, management of the Company believes that the TAP
Technology is in the pre-clinical development stage and is preparing for Phase I
clinical trials.
Peptide Transfer Assay
Management of the Company believes that GeneMax Pharmaceutical's peptide
transfer assay is a novel and sophisticated cell-based assay designed to
evaluate compounds and drugs for their ability to stimulate or suppress the
immune response (the "Peptide Transfer Assay"). The Peptide Transfer Assay's
application is to identify compounds effective in the treatment of cancer,
infectious diseases, and autoimmune diseases. Management of the Company believes
that the Peptide Transfer Assay technology is expected to be of significant
interest to pharmaceutical companies, companies with natural product libraries,
anti-sense or gene libraries or proprietary rights to chemical compounds (e.g.
combinatorial chemistry companies). As of the date of this Report, management of
the Company believes that the Peptide Transfer Assay is ready for development
for high-throughput screening and partnering.
As of the date of this Report, management of the Company estimates that
GeneMax Pharmaceuticals has raised approximately $2,000,000 in funding and the
Company has raised $700,000 in funding since the May, 2002 announcement of the
GeneMax Pharmaceuticals acquisition. Management of the Company believes that an
estimated $15,000,000 is required over the next three years for payment of
expenses associated with the balance of pre-clinical development and
commencement of Phase I clinical trials for the TAP Technology and for corporate
expenses.
Change in Control of Registrant
As a result of the issuance of restricted shares of Common Stock pursuant
to the Share Exchange Agreement, there was a change in control of the Company.
As of the date of this Report, the Company has issued an aggregate of 5,880,304
shares of its restricted Common Stock to the GeneMax Shareholders.
The board of directors of the Company desire to set forth the names and
address, as of the date of this Report, and the approximate number of shares of
Common Stock owned of record or beneficially by each person who owned of record,
or was known by the Company to own beneficially, more than five percent (5) of
the Company's Common Stock, and the name and shareholdings of each officer and
director, and all officers and directors as a group.
After completion of the issuances of Common Stock as required by the Share
Exchange Agreement, the Takeover Bid Circular and the certain debt settlement
agreements, management of the Company anticipates that the total estimated
capitalization of the Company will be 15,320,119 shares of Common Stock issued
and outstanding. As of the date of this Report, there are 9,580,304 shares of
Common Stock issued and outstanding.
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Title of Class Name and Address of Amount and Nature Percent of
Beneficial Owner of Class Class
--------------------------------------------------------------------------------
(1)
Common Stock Investor Communications 554,470 5.79%
International, Inc.
435 Martin Street, Suite 2000
Blaine, Washington 98230
(1)
Common Stock Alexander Cox 535,060 5.59%
755 Burrard Street
Suite 428
Vancouver, British Columbia
Canada V6Z 1X6
(1)(3)
Common Stock Ronald L. Handford 650,000 6.78%
3432 West 13th Avenue
Vancouver, British Columbia
Canada V5Y 1W1
(1)(2)
Common Stock James D. Davidson 1,250,000 8.16%
321 S. St. Asaph Street
Alexandria, Virginia 22314
Common Stock All current officers and 1,900,000 19.83%
directors as a group (7 persons)
--------------------------------------------------------------------------------
(1)
These are restricted shares of common stock.
(2)
Mr. James D. Davidson is an initial founding shareholder of GeneMax
Pharmacueticals. This figure includes 750,000 shares of Common Stock held
directly by Mr. Davidson and 250,000 shares of Common Stock held by Mr.
Davidson's two minor children, respectively, over which Mr. Davidson holds
voting and investment control.
(3)
Mr. Ronald L. Handford is an initial founding shareholder of GeneMax
Pharmaceuticals. This figure includes 325,000 shares of Common Stock held of
record by each of two corporations, respectively, over which Mr. Handford
holds investment control. Mr. Handford holds such investment control pursuant
to the terms of an investment account which holds such shares of Common
Stock.
There are no arrangements or understanding among the entities and
individuals referenced above or their respective associates concerning election
of directors or any other matters which may require shareholder approval.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
To be Filed.
(b) Pro Forma Financial Information.
To Be Filed.
(c) Exhibits.
Not Applicable.
SIGNATURES
In accordance with 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.
GENEMAX CORP.
Date: July 22, 2002 By: /s/ Ronald L. Handford
----------------------------
Ronald L. Handford, President