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| IMM > SEC Filings for IMM > Form 8-K on 16-Jan-2009 | All Recent SEC Filings |
16-Jan-2009
Entry into a Material Definitive Agreement, Completion of Acquisiti
On January 12, 2009, Immtech Hong Kong Limited ("Immtech HK") and Super Insight Limited ("Super Insight") (collectively, the "Vendors"), Immtech Life Science Limited ("Immtech Life") and Chen Jian Yuan (the "Purchaser") entered into a Sale and Purchase Agreement (the "Agreement"), pursuant to which the Purchaser purchased all of the issued share capital of Immtech Life, a subsidiary wholly owned indirectly by Immtech Pharmaceuticals, Inc. (the "Company").
Under the terms of the Agreement, (i) the Vendors have agreed to sell and Purchaser has agreed to purchase 100 issued ordinary shares of Immtech Life (the "Sale Shares") and (ii) Super Insight has agreed to assign the shareholder's loan due from Immtech Life to Super Insight (the "Shareholder's Loan") to the Purchaser. The total consideration for the Sale Shares and the Shareholder's Loan is $2,000,000. The Vendors received the initial payment of $600,000 on January 12, 2009. The remaining $1,400,000 will be paid on or before March 19, 2009.
On January 12, 2009, the Company sold all of the issued share capital of Immtech Life, a subsidiary wholly owned indirectly by the Company, to the Purchaser pursuant to the Agreement. The assets of Immtech Life consisted solely of two floors of a building and the land use rights to such property in the Futian Free Trade Zone in Shenzhen, People's Republic of China.
The total consideration for the Sale Shares and the Shareholder's Loan is $2,000,000. The Vendors received the initial payment of $600,000 on January 12, 2009. The remaining $1,400,000 will be paid on or before March 19, 2009.
(d) Exhibits
The following exhibits are filed herewith:
No. Exhibit
99.1 Sale and Purchase Agreement, dated January 12, 2009, among Super Insight
Limited, Immtech Hong Kong Limited, Chen Jian Yuan, and Immtech Life
Science Limited.
99.2 Press release, dated January 16, 2009, announcing the sale of Sale Shares of Immtech Life Science Limited.
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