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: March 14, 2005
LIFELINE THERAPEUTICS, INC.
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(Exact name of registrant as specified in its charter)
Colorado 000-30489 84-1097796
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
6400 South Fiddler's Green Circle, Englewood, CO 80111
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(New address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (720) 488-1711
YAAK RIVER RESOURCES, INC.
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(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):
|_| 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
Item 1.01 Entry into a Material Definitive Agreement
On March 10, 2005, Lifeline Therapeutics, Inc. ("LTI") entered into a
Settlement and Release Agreement and Plan of Reorganization (the "Agreement") by
which LTI acquired the remaining 19% interest in its subsidiary, Lifeline
Nutraceuticals Corporation ("LNC"), from Michael Barber, a single sophisticated
person who did not participate in the earlier (October 2004) reorganization. Mr.
Barber exchanged 4,500,000 shares of restricted LNC common stock for 1,000,000
shares of restricted LTI Series A Common Stock. LTI agreed to include those
shares in a registration statement, but Mr. Barber agreed to sell no more than
150,000 shares in any 90 day period after the effective date of that
registration statement. In an independent transaction, Mr. Barber agreed to
extend his covenant not to compete with LTI and LNC for one year from the date
of the Agreement. Previously Mr. Barber had a covenant not to compete with LNC
that expires in April 2005. LTI paid Mr. Barber $125,000 for the covenant not to
compete, and agreed to pay him an additional $125,000 by April 15, 2005.
Finally, LTI agreed to forgive the $47,500 indebtedness reflected on LTI's
financial statements, for which an allowance for recoverability has previously
been provided, as being due from Mr. Barber, and Mr. Barber agreed to bear all
tax obligations resulting from the Agreement. The Agreement contains standard
releases, warranties, and mutual indemnification obligations.
Item 1.02 Termination of a Material Definitive Agreement
None
Item 1.03 Bankruptcy or Receivership
None
Section 2 - Financial Information
Item 2.01 Completion of Acquisition or Disposition of Assets
None
Item 2.02 Results of Operations and Financial Condition
None
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant
None
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation Under and Off-Balance Sheet Arrangement
None
Item 2.05 Costs Associated with Exit or Disposal Activities
None
Item 2.06 Material Impairments
None
Section 3 - Securities Trading Markets
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
None
Item 3.02 - Unregistered Sales of Equity Securities
On March 10, 2005, Lifeline Therapeutics, Inc. ("LTI") issued 1,000,000
shares of its restricted Series A Common Stock to acquire the remaining 19%
interest in LTI's subsidiary, Lifeline Nutraceuticals Corporation ("LNC") from a
single sophisticated investor. The following sets forth the information required
by Item 701 in connection with this transaction:
(a) The transaction was completed effective March 10, 2005. The securities sold
were 1,000,000 shares of Series A Common Stock.
(b) No fee was paid to any underwriter, placement agent, or finder. The
securities were issued to a single sophisticated investor who had significant
prior experience with LNC.
(c) LTI received no cash proceeds as a result of the issuance of the shares. The
investor assigned to LTI 4,500,000 shares he owned in LNC (approximately 19%) in
consideration for the 1,000,000 shares.
(d) We relied on the exemption from registration provided by Sections 4(2) of
the Securities Act of 1933 for this transaction. We did not engage in any public
advertising or general solicitation in connection with this transaction. We
provided the investor with disclosure of all aspects of our business, including
providing the investor with our reports filed with the Securities and Exchange
Commission, our press releases, access to our auditors, and other financial,
business, and corporate information, and the investor was represented by his
personal counsel in the transaction. Based on our investigation, we believe that
the investor obtained all information regarding LTI that he requested, received
answers to all questions he and his advisors posed, and otherwise understood the
risks of accepting our securities for investment purposes.
(e) The Series A Common Stock has no conversion or exchange rights.
(f) Not applicable.
Item 3.03 Material Modification to Rights of Security Holders
None
Section 4 - Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant's Certifying Accountants
None
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review
None
Section 5 - Corporate Governance and Management
Item 5.01 Changes in Control of Registrant
None
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
None
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
None
Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit
Plans
None
Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provi-
sion of the Code of Ethics.
None
Section 6 - [Reserved]
Section 7 - Reulation FD
Item 7.01 Regulation FD Disclosure
On March 4, 2005, a major network television affiliate in the Denver market
aired a segment concerning Lifeline Nutraceuticals Corporation, a subsidiary of
Lifeline Therapeutics, Inc., and its Protandim product during the night time
news broadcast. Several erroneous and misleading statements were made during
this news broadcast. Lifeline Therapeutics, Inc. is hereby publicly alerting the
marketplace that the information contained in that news broadcast should not be
relied upon. The marketplace should only rely on publicly filed and disclosed
information from Lifeline Therapeutics, Inc.
Neither Lifeline Nutraceuticals Corporation nor Lifeline Therapeutics, Inc.
has any relationship with Ceremedix, Inc. of Boston, Massachusetts. Protandim is
in no way comprised of, or related to, Ceremedix's peptide, referred to as
CMX-1152. Consumers and investors should not consider CMX-1152 or any claims
associated thereto to have any connection to Protandim.
Section 8 - Other Events
Item 8.01 Other Events
None
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired.
(b) Pro Forma financial information.
(c) Exhibits
Exhibit
Number Description
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10.1 Settlement and Release Agreement and Plan of Reorganization
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 thereunto duly authorized.
Date: March 11, 2005
LIFELINE THERAPEUTICS, INC.
By: /s/ Daniel W. Streets
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Daniel W. Streets, CFO/Secretary