form8k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
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): April 19, 2005
SANGUI
BIOTECH INTERNATIONAL, INC.
(Exact
Name of Registrant as Specified in Its Charter)
Colorado
(State
or
Other Jurisdiction of Incorporation)
000-21271 84-1330732
(Commission
File
Number) (IRS
Employer Identification No.)
Alfred-Herrhausen-Str.
44, 58455 Witten, Germany
(Address
of Principal Executive Offices) (Zip Code)
011-49-2302-915-204
(Registrant's
Telephone Number, Including Area Code)
N/A
(Former
Name or Former Address, if Changed Since Last Report)
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):
Item
1.01. Entry
into a Material Definitive Agreement.
Distribution
Agreement with Karl Beese GmbH
On
April 14,
2005, the Company entered into a distribution agreement with Karl Beese
GmbH. Under the distribution agreement, Karl Beese GmbH will have
exclusive rights to market and distribute the Company’s Chitosan based wound
pads to Europe for a period of five years from execution.
A
copy of the
Distribution Agreement is attached hereto and incorporated herein by this
reference as Exhibit 99.1.
Loan
Agreement with FID Esprit AG
On
April 4,
2006, the Company entered into a loan agreement with FID Esprit AG.
Pursuant to the terms of the loan agreement, FID Esprit AG loaned the Company
approximately $48,264 with interest of six percent per annum. The Company
has the option of paying the loan and interest in cash or with shares of
SanguiBioTech AG common stock, its wholly-owned subsidiary, valued at 50%
of the
average Hamburg OTC trading price over the four weeks prior to
repayment.
A copy
of the Loan Agreement, as translated into english from its original german,
is attached hereto and incorporated herein by this reference as Exhibit
99.2.
Loan
Agreement with Feedback AG
On
June 9,
2006, the Company entered into a loan agreement with Feedback AG. Pursuant
to the terms of the loan agreement, Feedback AG loaned the
Company approximately $96,527 with interest of six percent per annum.
The Company has the option of paying the loan and interest in cash or with
shares of SanguiBioTech AG common stock, its wholly-owned subsidiary, valued
at
50% of the average Hamburg OTC trading price over the four weeks prior to
repayment.
A
copy of the
Loan Agreement, as translated into english from its original german, is
attached hereto and incorporated herein by this reference as Exhibit
99.3.
Second
Loan Agreement with Feedback AG
On
July 21,
2006, the Company entered into a second loan agreement with Feedback AG.
Pursuant to the terms of the loan agreement, Feedback AG loaned the Company
approximately $18,100 for the purpose of preparing a shareholders meeting.
The interest on this loan is set at six percent per annum. The Company is
to pay the loan and interest off utilizing its common stock following the
shareholders meeting, however, if a shareholders meeting has not been held
as of
July 30, 2007, then the loan and interest are due and payable in
cash.
A
copy of the
Loan Agreement, as translated into english from its original german, is
attached hereto and incorporated herein by this reference as Exhibit
99.4.
Agreement
with ERC Nano Med S.A. de C.V.
On
October 13, 2006, the Company
entered into a Distribution, Collaboration, and Commercialization Agreement
through its wholly owned subsidiary with ERC S.A. de C.V., a division of
ERC
Nano Med. of Mexico (“ERC”). Under the terms of the agreement the
Company is granting the exclusive distribution rights of its i) hemospray,
ii)
wound cleaner liquid gel, iii) chitoskin wound pads, and iv) bloodadditiv
to
ERC. In return, ERC is to work with the various Mexican Health
Authorities necessary to grant government approvals necessary for the products
to be sold and distributed in Mexico. All costs for obtaining the
necessary approvals in Mexico are to be born by ERC.
A
copy of the
Agreement entered into with ERC Nano Med S.A. de C.V. is attached hereto
and
incorporated herein by this reference as Exhibit 99.5.
Additional
Loans
From
January
2006 to April 2007 the Company borrowed money from four separate European
companies and their affiliates to supplement its ongoing operational cash
flow. The Company issued notes in exchange for cash pursuant to the
following terms: All notes are due and payable in the fifth
anniversary of issuance at a rate of 5% simple interest. The Company,
in its sole discretion, has the right to convert these notes, including all
unpaid principal and any interest thereon, into shares of the Company’s common
stock at the rate of approximately $0.11 per share at any time prior to full
repayment or on the Due Date. The total amount borrowed under these notes
was $512,959.
Copies
of the
individual Promissory Notes are attached hereto and incorporated herein by
this
reference as Exhibits 99.6 through 99.23.
Item
2.02. Results
of Operations and Financial Condition.
On
October
27, 2005 the Registrant reported in a press release that while sales were flat
in the first quarter of its fiscal year 2006 its order intake was
significant.
On
April 11,
2006 the Registrant reported in a press release that it had encouraging product
sales in Q2 and Q3, recording sales of approximately 54,000 USD and 44,000
USD
in the second and third quarters of its fiscal year 2006 (ending June 30, 2006),
respectively.
A
copy of
both Press Releases are attached hereto and incorporated herein by this
reference as Exhibit 99.24 and Exhibit 99.25, respectively.
Item
3.02. Unregistered
Sales of Equity Securities.
In
August,
2005 the Company sold 1,000,000 shares of its common stock to a European
investor yielding cash contribution of $87,500. In January 2006, the
Company sold 1,495,960 shares of its common stock to a European investor
yielding a cash inflow of $135,758. No underwriters were
used. The offer and sale of the shares occurred outside of the United
States and the shares were sold and issued to individuals who reside outside
of
the United States, pursuant to an exemption from registration under Rule 901,
Regulation S of the Securities Act of 1933, as amended.
Item
8.01. Other
Events.
Press
Releases
On
April 19, 2005, the Company issued a
press release stating Beese starts marketing activities for Sangui’s Chitoskin
wound pads and Sangui starts to develop additional hemostatic wound pad.
A
copy of
the Press Release is attached hereto and incorporated herein by this reference
as Exhibit 99.26.
On
May 25, 2005, the Company issued a
press release stating Centurion, Inc. initiates authorization and subsequent
marketing of Sangui’s Body gel in Korea, China, Taiwan and Japan.
A
copy of
the Press Release is attached hereto and incorporated herein by this reference
as Exhibit 99.27.
On
October 24, 2005, the Company issued
a press release stating Chitoskin met overwhelming resonse at European Wound
Healing Congress. A
copy of
the Press Release is attached hereto and incorporated herein by this reference
as Exhibit 99.28.
On
November 17, 2005, the Company issued a press release stating Sangui innovative
wound pad technology meets increasing attention. A
copy of
the Press Release is attached hereto and incorporated herein by this reference
as Exhibit 99.29.
On
November 23, 2005, the Company
issued a press release stating Medicoforum to promote CE certification of
Sangui’s wound spray, HEMO2SPRAY. A
copy of
the Press Release is attached hereto and incorporated herein by this reference
as Exhibit 99.30.
On
January 23, 2006, the Company issued
a press release stating stocks of Sangui cosmetics completely sold, marketing
partner asks for new supplies. A
copy of
the Press Release is attached hereto and incorporated herein by this reference
as Exhibit 99.31.
On
January 26, 2006, the Company issued
a press release biggest wound pad order so far destined for distribution
in
another EU member country. A
copy of
the Press Release is attached hereto and incorporated herein by this reference
as Exhibit 99.32.
On
February 6, 2006, the Company issued
a press release stating key hemoglobin related US and PCT patents granted
to
Sangui. A
copy of
the Press Release is attached hereto and incorporated herein by this reference
as Exhibit 99.33.
On
March 15, 2006, the Company issued a
press release stating Sangui body gel sales start in Argentina. Distributor
plans to tackle other South American markets. A
copy of
the Press Release is attached hereto and incorporated herein by this reference
as Exhibit 99.34.
On
March 16, 2006, the Company issued a
press release stating authorization of Sangui’s wound spray, HEMO2SPRAY, to
start in Turkey. A
copy of
the Press Release is attached hereto and incorporated herein by this reference
as Exhibit 99.35.
On
June
30, 2006, the Company issued a press release stating Chitoskin paper meets
strong interest at European Wound Management Association conference.
A
copy of
the Press Release is attached hereto and incorporated herein by this reference
as Exhibit 99.36.
On
July 3, 2006, the Company issued a
press release stating Medicoforum starts entering certification process of
Sangui’s HEMO2SPRAY wound spay. A
copy of
the Press Release is attached hereto and incorporated herein by this reference
as Exhibit 99.37.
On
July 6, 2006, the Company issued a
press release stating German forces test the Chitoskin wound pads.
A
copy of
the Press Release is attached hereto and incorporated herein by this reference
as Exhibit 99.38.
On
August 29, 2006, the Company issued
a press release stating PURE MO2ISTURE anti-aging cosmetics now for sale in
Sangui's new internet shop A
copy of
the Press Release is attached hereto and incorporated herein by this reference
as Exhibit 99.39.
On
September 13, 2006, the Company
issued a press release stating Sangui and Medicoforum group cooperate in
HEMO2SPRAY wound spray certification and distribution. A
copy of
the Press Release is attached hereto and incorporated herein by this reference
as Exhibit 99.40.
On
October 16, 2006, the Company issued
a press release stating Sangui wound management products head for the Mexican
market. A
copy of
the Press Release is attached hereto and incorporated herein by this reference
as Exhibit 99.41.
On
October 17, 2006, the Company issued a press release stating breakthrough
for
Sangui oxygen carriers. Sangui enters new era of its history and starts blood
additive authorization process. Mexican partner takes the lead in
promoting live-saving medical innovation. ERC Nano Med and Sangui
BioTech sign comprehensive cooperation contract, Medicoforum in charge of
project management. A
copy of
the Press Release is attached hereto and incorporated herein by this reference
as Exhibit 99.42.
On
February 7, 2007, the Company issued a press release stating TYCOON Consulting
(UK) intends to market Sangui products in several Arab countries.
A
copy of
the Press Release is attached hereto and incorporated herein by this reference
as Exhibit 99.43.
On
April
12, 2007, the Company issued a press release stating TYCOON Venture Capital
& Investment Ltd. intends to finance Sangui blood additive and products and
participation in Sangui BioTech GmbH and loan volume of up to EUR 7.5
million. A
copy of
the Press Release is attached hereto and incorporated herein by this reference
as Exhibit 99.44.
On
April
17, 2007, the Company issued a press release stating Sangui succeeds in
replacing porcine raw material in Chitoskin wound pads. A
copy of
the Press Release is attached hereto and incorporated herein by this reference
as Exhibit 99.45.
On
May
23, 2007, the Company issued a press release stating Arabian companies will
start selling Sangui products in the course of next few months.
A
copy of
the Press Release is attached hereto and incorporated herein by this reference
as Exhibit 99.46.
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.
Sangui
Biotech
International, Inc.
(Registrant)
Date: June
11, 2007
/s/ Wolfgang Barnikol
____________________________________
By:
Wolfgang Barnikol
Its: President,
CEO and CFO