form8k.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
November 14,
2008
(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
(Address
of principal executive offices)
(800)
518-4879
(Company’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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-
12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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SECTION
1. Company'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.
On
November 14, 2007, Mr. Frank Fabio resigned as the Company’s Interim
Chief Financial Officer and Secretary; Mr. Fabio resigned in order to
devote more time to his other endeavors and not as a result of any disagreement
between himself and the Company.
The
Company’s Board of Directors appointed Mr. Frank Menzler, the
Company’s President and Chief Executive Officer, as its Interim Chief Financial
Officer.
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 Company. 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 Company 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 Company assumes no obligation to
update this information. Readers are urged to carefully review and consider the
various disclosures made by the Company in this Form 8-K and in the Company'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 Company'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
None.
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.
/s/ Frank
Menzler
Frank
Menzler
President
and Chief Executive Officer
Date:
November 18, 2008
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