U.S. 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: September 23, 2002
GENEMAX CORP.
formerly known as Eduverse.com
(Exact Name of Small Business Issuer as Specified in its Charter)
NEVADA
(State or other Jurisdiction as Specified in Charter)
00-27239 88-0277072
(Commission file number) (I.R.S. Employer Identification No.)
435 Martin Street, Suite 2000
Blaine, Washington 98230
(Address of Principal Executive Offices)
(360) 332-7734
(Issuer's telephone number)
Items 3 through 6 and 8 not applicable.
Item 2. Acquisition or Disposition of Assets
Share Exchange Agreement
As of the date of this Report, the Board of Directors of GeneMax Corp., a
Nevada corporation and formerly known as "Eduverse.com" (the "Company"), has
consummated and finalized the acquisition of GeneMax Pharmaceuticals Inc., a
Delaware corporation ("GeneMax Pharmaceuticals"). On May 9, 2002 and effective
July 15, 2002, Eduverse.com (now known as GeneMax Corp.), GeneMax
Pharmaceuticals, the shareholders of GeneMax Pharmaceuticals (the "GeneMax
Shareholders"), and Investor Communications International, Inc., a Washington
corporation ("ICI") entered into a share exchange agreement (the "Share Exchange
Agreement"). In accordance with the terms of the Share Exchange Agreement and
the securities laws of Canada, a Directors' Circular dated July 15, 2002 (the
"Directors' Circular") was distributed to certain management, insiders and
directors of GeneMax Pharmaceuticals (the "Canadian GeneMax Shareholders").
Pursuant to the terms of the Share Exchange Agreement and the Directors'
Circular, the Company has acquired from the GeneMax Shareholders and the
Canadian GeneMax Shareholders up to approximately one hundred percent (100%) of
the issued and outstanding shares of common stock of GeneMax Pharmaceuticals. In
accordance with the terms of the Share Exchange Agreement, the Directors'
Circular and related settlement agreements, the Company was required to issue
shares of its restricted common stock as follows: (i) approximately 6,411,304
shares of restricted common stock to the GeneMax Shareholders in proportion to
their respective holdings in GeneMax Pharmaceuticals; (ii) approximately
4,479,001 shares of restricted common stock to the Canadian GeneMax Shareholders
pursuant to the terms of the Directors' Circular; (iii) 181,660 shares of
restricted common stock to certain creditors of GeneMax Pharmaceuticals at $0.75
per share for settlement of an aggregate debt in the amount of $136,245; (iv)
188,154 shares of restricted common stock to certain creditors of GeneMax
Pharmaceuticals at $1.00 per share for settlement of an aggregate debt in the
amount of $188,154; and (v) 200,000 shares of restricted common stock to a third
party.
As of the date of this Report, the Company has issued an aggregate of
11,460,119 shares of its restricted common stock. Certain shares were issued in
accordance with the terms and provisions of warrant agreements pursuant to which
the holder thereof has the right to convert such warrant into shares of common
stock on a one-to-one basis at either the rate of $0.75 per share or $1.00 per
share. As of the date of this Report, there are an aggregate of (i) 277,500
warrants issued and outstanding which may be converted into 277,500 shares of
common stock at the rate of $1.00 per share expiring December 1, 2005; (ii)
175,000 warrants issued and outstanding which may be converted into 175,000
shares of common stock at the rate of $1.00 per share expiring May 1, 2006; and
(iii) 181,660 warrants issued and outstanding which may be converted into
181,660 shares of common stock at the rate of $0.75 per share expiring May 1,
2006. See "Item 1. Change in Control of Registrant" below.
Voluntary Pooling Agreement
The Company and GeneMax Pharmaceuticals desire to provide for and maintain
an orderly trading market and stable price for the Company's shares of Common
Stock. Therefore, the Company, certain shareholders of GeneMax Pharmaceuticals
and of the Company, and Global Securities Transfer Inc., the Company's transfer
agent ("Global Securities"), entered into a voluntary pooling agreement dated
May 9, 2002 and effective July 15, 2002 (the "Pooling Agreement"). Pursuant to
the terms and provisions of the Pooling Agreement, certain shareholders of
GeneMax Pharmaceuticals and certain shareholders of the Company (the "Pooled
Shareholders") representing up to an aggregate of 8,100,000 shares and 1,066,980
shares of common stock, respectively (the "Pooled Shares"), generally agreed
that the Pooled Shares will be subject to a contractual restrictive holding
period. The Pooled Shareholders further agreed that that the Pooled Shares will
not be traded and will become available for trading and released and sold in the
following manner: (i) an initial ten percent (10%) of the Pooled Shares will be
released to the Pooled Shareholders on the date which is one calendar year from
the closing date of the Share Exchange Agreement (the "First Release Date"); and
(ii) a further ten percent (10%) will be released to the Pooled Shareholders on
each of the dates which are every three (3) calendar months from the First
Release Date in accordance with each Pooled Shareholder's respective
shareholdings.
Secured and Convertible Loan Agreement
As a condition to entering into and in accordance with the Share Purchase
Agreement, the Company and ICI agreed to advance to GeneMax Pharmaceuticals the
aggregate principal sum of not less than $250,000 within five (5) business days
of ICI raising an aggregate of $700,000. As of the date of this Report, the
Company has advanced an aggregate sum of $250,000.00 to GeneMax Pharmaceuticals.
In accordance with the loan made to GeneMax Pharmaceuticals, the principal
sum loan amount bears interest accruing at the rate of ten percent (10%) per
annum, and is secured pursuant to a senior fixed and floating charge on all of
the assets of GeneMax Pharmaceuticals (the "Loan"). As a result of the
acquisition, the Loan will become an intercompany account between the Company,
as parent, and GeneMax Pharmaceuticals, as subsidiary.
GeneMax Pharmaceuticals
GeneMax Pharmaceuticals was formed during 1999, together with its
subsidiary, which was formed under the laws of the Province of British Columbia,
Canada. GeneMax Pharmaceuticals is a biotechnology company specializing in the
discovery and development of immunotherapeutics aimed at the treatment and
eradication of cancer, and therapies for infectious diseases, autoimmune
disorders and transplant tissue rejection. Management of the Company believes
that the global market for effective cancer treatments is large, and that
immunotherapies representing potential treatments for metastatic cancer is an
unmet need in the area of oncology.
During March 2000, GeneMax Pharmaceuticals and the University of British
Columbia entered into an exclusive world-wide license agreement (the "License
Agreement"). Pursuant to the terms of the License Agreement, GeneMax
Pharmaceuticals acquired exclusive licensing rights to two patented
technologies: (i) a cell-based peptide transfer assay, and (ii) a cancer
immuno-therapy based on restoration of antigen presentation through transporters
associated with antigen-processing technologies, which is GeneMax
Pharmaceutical's lead product ("TAP Technology").
TAP Technology
Management of the Company believes that GeneMax Pharmaceutical's TAP
Technology is a therapeutic that enables a body's immune system to recognize the
cancer cells as "foreign" and kill them. The TAP Technology is aimed at a group
of cancers that include lung cancer, liver cancer, kidney cancer, head and neck
cancer, breast cancer, melanoma, prostate cancer, colorectal cancer and cervical
cancer. These cancers are characterized by defects in the cellular, antigen
presentation pathway, which results in the cancers becoming invisible to the
immune system. This allows the cancers to continue to proliferate and eventually
spread. Management of the Company believes that GeneMax Pharmaceutical's TAP
Technology increases the activity of the antigen presentation pathway thus
providing sufficient information to the immune system to cause rejection and
elimination of tumors from the body.
GeneMax Pharmaceuticals has informed management of the Company that the
proof of principle behind the TAP Technology was established by curing mice
bearing metastatic small cell lung cancer tumors. This study was published in
Nature Biotechnology (Vol. 18, pp. 515-520, May 2000). The TAP Technology was
further validated in melanoma. Management of the Company believes that the
competitive advantages of the TAP Technology include (i) efficacy against
secondary cancerous growths elsewhere in the body; (ii) no restrictions on the
genetics of the tumors or individuals; (iii) non-toxicity to normal cells; and
(iv) complementary to and synergistic with other therapeutics. As of the date of
this Report, management of the Company believes that the TAP Technology is in
the pre-clinical development stage and is preparing for Phase I clinical trials.
Peptide Transfer Assay
Management of the Company believes that GeneMax Pharmaceutical's peptide
transfer assay is a novel and sophisticated cell-based assay designed to
evaluate compounds and drugs for their ability to stimulate or suppress the
immune response (the "Peptide Transfer Assay"). The Peptide Transfer Assay's
application is to identify compounds effective in the treatment of cancer,
infectious diseases, and autoimmune diseases. Management of the Company believes
that the Peptide Transfer Assay technology is expected to be of significant
interest to pharmaceutical companies, companies with natural product libraries,
anti-sense or gene libraries or proprietary rights to chemical compounds (e.g.
combinatorial chemistry companies). As of the date of this Report, management of
the Company believes that the Peptide Transfer Assay is ready for development
for high-throughput screening and partnering.
As of the date of this Report, management of the Company estimates that
GeneMax Pharmaceuticals has raised approximately $2,000,000 in funding and the
Company has raised $700,000 in funding since the May 2002 announcement of the
GeneMax Pharmaceuticals acquisition. Management of the Company believes that an
estimated $15,000,000 is required over the next three years for payment of
expenses associated with the balance of pre-clinical development and
commencement of Phase I clinical trials for the TAP Technology and for corporate
expenses.
Item 1. Change in Control of Registrant
As a result of the issuance of restricted shares of common stock pursuant
to the Share Exchange Agreement, there was a change in control of the Company.
As of the date of this Report, the Company has issued an aggregate of 11,460,119
shares of its restricted common stock. Certain shares were issued in accordance
with the terms and provisions of warrant agreements pursuant to which the holder
thereof has the right to convert such warrant into shares of common stock on a
one-to-one basis at either the rate of $0.75 per share or $1.00 per share. As of
the date of this Report, there are an aggregate of (i) 277,500 warrants issued
and outstanding which may be converted into 277,500 shares of common stock at
the rate of $1.00 per share expiring December 1, 2002; (ii) 175,000 warrants
issued and outstanding which may be converted into 175,000 shares of common
stock at the rate of $1.00 per share expiring May 1, 2006; and (iii) 181,660
warrants issued and outstanding which may be converted into 181,660 shares of
common stock at the rate of $0.75 per share expiring May 1, 2006.
The board of directors of the Company desire to set forth the names and
address, as of the date of this Report, and the approximate number of shares of
common stock owned of record or beneficially by each person who owned of record,
or was known by the Company to own beneficially, more than five percent (5) of
the Company's common stock, and the name and shareholdings of each officer and
director, and all officers and directors as a group.
As of the date of this Report, there are 15,160,119 shares of common stock
issued and outstanding.
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Title of Class Name and Address of Amount and Nature Percent of
Beneficial Owner of Class Class
- --------------------------------------------------------------------------------
(1)(2)
Common Stock James D. Davidson 1,319,666 8.69%
321 S. St. Asaph Street
Alexandria, Virginia 22314
(1)(3)
Common Stock Ronald L. Handford 916,000 6.04%
3432 West 13th Avenue
Vancouver, British Columbia
Canada V5Y 1W1
(1)(4)
Common Stock 442668 B.C. Ltd. 2,770,465 18.27%
12596 23rd Avenue
Surrey, British Columbia
Canada V4A 2C2
(1) (5)
Common Stock Investor Communications 1,554,470 9.62%
International, Inc.
435 Martin Street, Suite 2000
Blaine, Washington 98230
(6)
Common Stock All current officers and directors 5,163,458 34.99%
as a group (7 persons)
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(1)
These are restricted shares of common stock.
(2)
Mr. James Davidson is an initial founding shareholder of GeneMax
Pharmaceuticals. This figure includes (a) 791,333 shares of common stock held of
record by Mr. Davidson; (b) an aggregate of 500,000 shares of common stock held
of record by Mr. Davidson's two minor children, respectively, over which Mr.
Davidson has sole voting and disposition rights; (c) an assumption of the
exercise of an aggregate of 13,333 warrants exercisable into 13,333 shares of
common stock at the rate of $0.75 per share expiring on May 1, 2006; and (d) an
assumption of the exercise by Mr. Davidson of an aggregate of 15,000 warrants
exercisable by Mr. Davidson into 15,000 shares of common stock at the rate of
$1.00 per share expiring December 1, 2005. As of the date of this Report, no
warrants have been exercised.
(3)
Mr. Ronald Handford is an initial founding shareholder of GeneMax
Pharmaceuticals. This figure includes (a) 158,000 shares of common stock held of
record by Mr. Handford; (b) 325,000 shares of common stock held of record by
Aberdeen Holdings Limited over which Mr. Handford has sole disposition rights;
(c) 325,000 shares of common stock held of record by Latitude 32 Holdings Ltd.
over which Mr. Handford has sole disposition rights; (d) 100,000 shares of
common stock held of record by Handford Management Inc. over which Mr. Handford
has sole voting and disposition rights; and (e) an assumption of the exercise by
Mr. Handford of an aggregate of 8,000 warrants into 8,000 shares of common stock
at $0.75 per share expiring December 1, 2005. As of the date of this Report, no
warrants have been exercised.
(4)
Dr. Wilfred Jefferies is an initial founding shareholder of GeneMax
Pharmaceuticals. Dr. Jefferies has sole voting and disposition rights over the
2,770,465 shares of common stock held of record by 442668 B.C. Ltd.
(5)
This figure includes (a) 554,470 shares of common stock held of record by
Investor Communications International, Inc.; and (b) an assumption of the
exercise of 1,000,000 stock options granted to Investor Communications
International, Inc. pursuant to the terms of the Stock Option Plan to acquire
1,000,000 shares of common stock at $0.50 per share. As of the date of this
Report, no stock options have been exercised.
(6)
This figure includes the assumption of the exercise of an aggregate of
36,333 warrants into 36,333 shares of common stock.
Notwithstanding the Pooling Agreement, there are no arrangements or
understanding among the entities and individuals referenced above or their
respective associates concerning election of directors or any other matters
which may require shareholder approval.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
To be Filed.
(b) Pro Forma Financial Information.
To Be Filed.
(c) Exhibits.
Not Applicable.
SIGNATURES
In accordance with 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.
GENEMAX CORP.
Date: September 23, 2002 By: /s/ Ronald Handford
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Ronald Handford, President and
Chief Executive Officer