form_8-k.htm
UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington,
DC 20549
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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):
November
20, 2009
SCOLR
Pharma, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-31982
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91-1689591
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(State
or other jurisdiction of incorporation)
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(Commission
File No.)
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(I.R.S.
Employer Identification No.)
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19204
North Creek Pkwy, Suite 100
Bothell,
WA 98011
(Address
of principal executive offices)
(425) 368-1050
(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
1.01. Entry into a Material Definitive Agreement.
On
November 20, 2009, SCOLR Pharma, Inc., a Delaware corporation (“SCOLR”), entered
into a license agreement with Chrono Nutraceuticals LLC, a newly formed Arizona
limited liability company (“Chrono”), providing Chrono with exclusive rights in
Canada to manufacture and sell four extended release dietary supplements using
SCOLR’s proprietary CDT® drug delivery platform. In addition, SCOLR
granted Chrono the rights to manufacture and sell two of such products in the
United States on a nonexclusive basis.
In
accordance with the license agreement, Chrono paid SCOLR $25,000 upon execution
of the agreement and agreed to pay SCOLR an additional $87,500 upon the earlier
of (i) receipt of submission numbers from the Natural Products Directorate of
Canada clearing the products for sale in Canada, and (ii) January 31,
2010. Chrono may terminate the agreement and receive a refund of such
amounts from SCOLR if it determines within 90 days of the execution of the
agreement that the Natural Products Directorate of Canada will not, without
unreasonable expense or burden on Chrono, issue registration numbers or allow
sale of any two of the four products covered by the license.
Chrono
agreed to pay an additional $87,500 upon the earlier of (i) receipt of
regulatory approval from the Natural Products Directorate of Canada and (ii)
April 30, 2010. The agreement provides for royalties of 10% of net
sales of the products covered by the license. Irrespective of net
sales, minimum royalties of $125,000 per quarter commence during the first
quarter of 2010 (prorated based on commencement of sales) and increase to
$210,000 per quarter for 2011. The minimum royalties thereafter shall
be negotiated at a minimum of $210,000 per quarter; provided that if SCOLR and
Chrono do not agree on revised minimum royalties by November 30, 2011, SCOLR
shall have the continuing option to terminate the agreement upon 90 days
notice.
The
license agreement has a term of ten years, with automatic renewal for additional
five year terms provided that all payments are current.
The
foregoing description of the material terms of the license agreement does not
purport to be complete and is qualified in its entirety by the text of the
agreement, a copy of which will be filed as an exhibit to SCOLR’s annual report
on Form 10-K for the period ended December 31, 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.
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SCOLR
PHARMA, INC.
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Dated: November
25, 2009
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By:
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/s/
Stephen J. Turner
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Stephen
J. Turner
President
and Chief Executive Officer
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