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): April 21,
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
2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
In
connection with the sale by Arbios Systems, Inc. (the “Company”) of all of
its assets related to the bioartificial liver device known as “HepatAssist” to
HepaLife Technologies, Inc., a Florida corporation (“HepaLife”), on October 3,
2008, the Company received, among other consideration, a five-year Series D
warrant to purchase up to 750,000 shares of HepaLife’s common stock at an
exercise price of $0.35 per share (the “Warrant”). In consideration
for the HepatAssist assets, HepaLife also agreed to pay the Company $200,000 in
cash (the “Deferred Purchase Price”) upon the earlier of (i) the date on which
HepaLife has received in the aggregate more than $4,000,000 in debt or equity
financings, or (ii) April 3, 2010. To date, HepaLife has not raised
$4,000,000.
Pursuant
to a Bankruptcy Court Order, on April 22, 2009, the Company sold the Warrant
back to HepaLife in consideration for the early payment of the $200,000 Deferred
Purchase Price, which funds were received by the Company on April 22,
2009. The closing price of HepaLife’s common stock on the OTC
Bulletin Board on April 22, 2009 was $0.19 per share.
ITEM
8.01 OTHER EVENTS
On March
9, 2009, the Company entered into binding Term Sheet (the “Term Sheet”) with
Arbios Acquisitions Partners, LLC (“AAP”) pursuant to which the Company agreed,
subject to the approval of the United States Bankruptcy Court for the District
of Delaware (the “Bankruptcy Court”), to (i) cancel all of the Company’s
currently existing equity (including, but not limited to, any and all
outstanding common and preferred shares of stock, warrants, and options), and
(ii) issue new shares of its common stock to AAP representing 90% of the newly
issued shares of the Company in exchange for a $1,000,000 cash
payment. The existing shareholders of the Company would receive the
remaining 10% of the newly issued shares of the Company.
On April
21, 2009 the Bankruptcy Court issued a number of orders, dated April 20, 2009,
one of which approved certain terms in the Term Sheet and one of which
conditionally approved the plan of reorganization as a disclosure statement, and
allowing the Company to solicit votes on the plan. Accordingly, the
Company mailed the plan of reorganization/disclosure statement (including the
ballots to accept or reject the Term Sheet and the related plan of
reorganization) to all of the holders of claims against the Company and to all
of the Company’s stockholders.
To date,
as required by the Term Sheet, AAP has made an initial payment of $100,000 to
the Company. As a result of the Bankruptcy Court’s April 21, 2009
order, AAP is now required to make a second payment of $100,000 to the
Company. AAP has informed the Company that the second $100,000 cash
payment will be made within the next few days.
If AAP
does not make the second $100,000 payment, the Company will have the right to
retain the initial $100,000 payment and to either withdraw the plan of
reorganization, terminate the plan of reorganization, and/or enter into an
alternative transaction with other parties.
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
|
|
| |
|
Walt Shawn
P. Cain, Interim President and Chief Executive
Officer
|
| |
|
|
|
| |
|
|
|