Unassociated Document
UNITED
STATES
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): January 2,
2009
ARBIOS
SYSTEMS, INC.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
|
000-32603
(Commission
File Number)
|
91-1955323
(I.R.S.
Employer Identification No.)
|
|
|
|
|
200
E. Del Mar Boulevard, #320
Pasadena.
California
(Address
of Principal Executive Offices)
|
91105
(Zip
Code)
|
(626)
356-3105
(Registrant’s
Telephone Number, Including Area Code)
______________________________
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
1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
On
January 2, 2009, Arbios Systems, Inc. (the “Company”) received a notice of
default and termination of license agreement (the “Notice”) from Immunocept LLC
(“Immunocept”). Pursuant to the foregoing notice, Immunocept notified
the Company it was in breach of that certain License Agreement, dated March 29,
2007 (the “License Agreement”), between Immunocept and the Company, and that the
License Agreement would be terminated either (i) ten days from the date of the
notice or, if the certain of the defaults are cured, (ii) effective 45 days from
the date of the notice. The material breaches of the License
Agreement cited by the Notice include the Company’s failure to pay $100,000 on
or before January 1, 2009, and the Company’s failure to comply with Sections
2.3, 5.1(b) and 5.1 (d) (ii). These sections of the
License Agreement require the Company to (1) perform certain product development
and clinical research relating to sepsis applications of hemofiltration products
with a total budget not to exceed $100,000, (2) begin a clinical study, recruit
at least 4 sites for such study, and have contracts under negotiation within 90
days after receiving FDA permission to start the pivotal trial of SEPET for
liver failure, and (3) obtain at least $10 million of aggregate
funding by January 1, 2009. The Company only obtained $4.45 million
by January 1, 2009.
Pursuant
to the License Agreement, in March 2007, the Company in-licensed a family of
issued U.S. patents and various U.S. and foreign patent applications from
Immunocept; including five issued U.S. patents, four pending U.S. patents, and
two pending European patents. The Company owes Immunocept royalties
on net sales of products which are covered by the License
Agreement.
ITEM
1.03 BANKRUPTCY OR RECEIVERSHIP
On
January 9, 2009, the Company filed a voluntary petition for relief (the
“Bankruptcy Filing”) under Chapter 11 of the United States Bankruptcy Code in
the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy
Court”). A copy of the press release announcing the filing is attached as
Exhibit 99.1 to this report and incorporated by reference herein.
The
Company’s Chapter 11 case is administered by the Bankruptcy Court as Case No.
09-10082. In the bankruptcy proceedings, the Company intends to
continue to seek bids for the sale of its technology and other assets in a
formal bid solicitation process while working with its creditors.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
|
|
|
|
|
Exhibit No.
|
|
Exhibit
|
|
99.1
|
|
Press
Release dated January 9, 2009
|
|
|
|
|
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.
| |
ARBIOS
SYSTEMS, INC.
|
|
| |
|
|
|
|
|
By:
|
/s/ SHAWN
P. CAIN
|
|
| |
|
Shawn
P. Cain, Interim President and Chief Executive Officer |
|
| |
|
|
|
| |
|
|
|
EXHIBIT
INDEX
|
|
|
|
|
Exhibit No.
|
|
Exhibit
|
|
99.1
|
|
Press
Release dated January 9, 2009
|
|
|
|
|
|
|
|
|