form8-k.htm
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
September
12, 2008
Date of Report (Date of earliest event
reported)
HEPALIFE
TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
Florida
(State or other jurisdiction of
incorporation)
000-29819
(Commission File
Number)
58-2349413
(I.R.S. Employer Identification
No.)
60
State Street, Suite 700, Boston, MA 02109
(Address of principal executive
offices)
(800)
518-4879
(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:
£ 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))
SECTION
1. Registrant’s Business and Operations
None
SECTION 2. Financial
Information
None
SECTION 3. Securities and Trading
Markets
None
SECTION 4. Matters Related to
Accountants and Financial Statements
None
SECTION 5. Corporate Governance
and Management
Item. 5.02
Departure of Directors or Principal Officers; Election of Directors; Appointment
of Principal Officers.
Effective September 12, 2008, Mr. Harmel
S. Rayat, resigned as the Company’s Secretary, Treasurer, Chief Financial
Officer, and as a director. Mr. Rayat resigned for personal reasons and not as a
result of any disagreement between himself and the Company or the Board of
Directors.
Effective September 12, 2008, the Board
of Directors appointed Mr. Jatinder S. Bhogal to serve as a director of the
Company, and to serve as such until the next annual meeting of the Company’s
shareholders and until his successor shall have been duly elected and
qualified.
Since
December 1993, Mr. Bhogal has worked as a business consultant to emerging growth
companies. For nearly 15 years, Mr. Bhogal has provided early business
development guidance and consulting to companies developing healthcare services,
medical devices, pharmaceuticals and vaccines, solar-photovoltaics, biofuels,
and information technology solutions.
Subject to, and upon, commencement of
Mr. Bhogal’s tenure as a non- employee director, he will be granted 50,000
options in accordance with the Company’s Non-Employee Director Compensation
Guidelines; each option when vested will permit Mr. Bhogal to purchase one share
of the Company’s common stock at a price per share equal to the closing price of
the Company’s common stock as reported on the Over the Counter Electronic
Bulletin Board on September 12, 2008, the date Mr. Bhogal commenced his tenure
as a director.
The options will vest in five equal
annual installments of 10,000 options commencing on September 12, 2009, and
annually thereafter. The options are further subject to the terms and conditions
of a stock option agreement between Mr. Bhogal and the Company. Under the
terms of the stock option agreement, the agreement will terminate and there will
be no further vesting of options effective as of the date that Mr. Bhogal ceases
to be a director of the Company. Upon termination of such service Mr.
Bhogal will have a specified period of time to exercise vested options, if
any.
Mr. Bhogal will be entitled to cash
compensation paid to non-employee directors and reimbursement of expenses
incurred in connection with his services as a director.
Effective
September 12, 2008, the Board of Directors appointed Mr. Joseph Sierchio, Esq.
to serve as a director of the Company, and to serve as such until the next
annual meeting of the Company’s shareholders and until his successor shall have
been duly elected and qualified.
Mr. Sierchio earned his Doctor of Law
degree at Cornell University Law School in 1974, and a Bachelor of Arts degree,
with Highest Distinction in Economics, from Rutgers College at Rutgers
University, in 1971.
Since 1975, Mr. Sierchio has practiced
corporate and securities law in New York City, representing and offering counsel
to domestic and foreign corporations, investors, entrepreneurs, and public and
private companies in the United States, Canada, United Kingdom, Germany, Italy,
Switzerland, Australia, and Hong Kong. Mr. Sierchio is admitted in all New
York state courts and federal courts in the Eastern, Northern, and Southern
Districts of the State of New York as well as the federal Court of Appeals for
the Second Circuit. Mr. Sierchio is also a member of Sierchio & Company,
LLP, counsel to the Company.
Subject to, and upon, commencement of
Mr. Sierchio’s tenure as a non- employee director, he will be granted 50,000
options in accordance with the Company’s Non-Employee Director Compensation
Guidelines; each option when vested will permit Mr. Sierchio to purchase one
share of the Company’s common stock at a price per share equal to the closing
price of the Company’s common stock as reported on the Over the Counter
Electronic Bulletin Board on September 12, 2008, the date Mr. Sierchio commenced
his tenure as a director.
The options will vest in five equal
annual installments of 10,000 options commencing on September 12, 2009, and
annually thereafter. The options are further subject to the terms and conditions
of a stock option agreement between Mr. Sierchio and the Company. Under
the terms of the stock option agreement, the agreement will terminate and there
will be no further vesting of options effective as of the date that Mr. Sierchio
ceases to be a director of the Company. Upon termination of such service
Mr. Sierchio will have a specified period of time to exercise vested options, if
any.
Mr. Sierchio will be entitled to cash
compensation paid to non-employee directors and reimbursement of expenses
incurred in connection with his services as a director.
As at
September 12, 2008, Mr. Frank Menzler is our sole officer, serving as our
President, Chief Executive Officer and our Chairman of the Board.
As at
September 12, 2008 our Board of Directors consists of five (5) persons as
follows:
Mr. Frank
Menzler, Dr. Roland Schomer, Mr.
Javier Jimenez, Mr. Jatinder S. Bhogal and Mr. Joseph
Sierchio.
SECTION 6.
[Reserved]
N/A
SECTION 7. Regulation
FD
Item 7.01
Regulation FD Disclosure
Except for the historical information
presented in this document, the matters discussed in this Form 8-K, or otherwise
incorporated by reference into this document, contain "forward-looking
statements" (as such term is defined in the Private Securities Litigation Reform
Act of 1995). These statements are identified by the use of forward-looking
terminology such as "believes", "plans", "intend", "scheduled", "potential",
"continue", "estimates", "hopes", "goal", "objective", expects", "may", "will",
"should" or "anticipates" or the negative thereof or other variations thereon or
comparable terminology, or by discussions of strategy that involve risks and
uncertainties. The safe harbor provisions of Section 21E of the Securities
Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933,
as amended, apply to forward-looking statements made by the Registrant. The
reader is cautioned that no statements contained in this Form 8-K should be
construed as a guarantee or assurance of future performance or results. These
forward-looking statements involve risks and uncertainties, including those
identified within this Form 8-K. The actual results that the Registrant achieves
may differ materially from any forward-looking statements due to such risks and
uncertainties. These forward-looking statements are based on current
expectations, and the Registrant assumes no obligation to update this
information. Readers are urged to carefully review and consider the various
disclosures made by the Registrant in this Form 8-K and in the Registrant's
other reports filed with the Securities and Exchange Commission that attempt to
advise interested parties of the risks and factors that may affect the
Registrant's business.
Note: Information in this report
furnished pursuant to Item 7 shall not be deemed to be "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section. The information in this current
report shall not be incorporated by reference into any registration statement
pursuant to the Securities Act of 1933, as amended. The furnishing of the
information in this current report is not intended to, and does not, constitute
a representation that such furnishing is required by Regulation FD or that the
information this current report contains is material investor information that
is not otherwise publicly available.
SECTION 8. Other
Events
None
SECTION 9. Financial Statements
and Exhibits
Item 9.01 Financial
Statements and Exhibits
|
Number
|
|
Exhibit
Description
|
|
|
|
Option Agreement dated September
12, 2008 between Jatinder Bhogal and HepaLife Technologies,
Inc.
|
|
|
|
Option Agreement dated September
12, 2008 between Joseph Sierchio and HepaLife Technologies,
Inc.
|
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.
HepaLife Technologies,
Inc.
|
By:
|
/s/ Frank
Menzler
|
|
Name:
|
Frank
Menzler
|
|
Title:
|
President, Chief Executive Officer
and Chairman of the
Board
|
Date: September 18, 2008