Entry into a Material Definitive Agreement, Termination of a Material Definitive Agre
Item 1.01 Entry into a Material Definitive Agreement On March 17, 2006 Nannaco, Inc. ("Registrant") and GAK Acquisition, Inc. ("GAK"), entered into an agreement to merge a wholly owned subsidiary of Registrant with and into GAK and to rename Registrant "Oncology Med Corp.," (the "reverse merger"). The agreement provides that all of the shares of common stock of GAK issued and outstanding at the time the merger becomes effective under applicable state law (the "Effective Time"), will be converted into common stock of Registrant such that the current holders of GAK common stock will hold 95% of all shares of Registrant's common stock outstanding immediately after the closing of this merger transaction.
The closing of the agreement is conditioned upon the simultaneous closing of a stock purchase agreement ("Stock Purchase"), promissory note agreement, employment agreement, security pledge agreement non-compete agreement and the shareholders agreement between GAK and Comprehensive Physics & Regulatory Services, Ltd., pursuant to which the Company shall purchase a 70% interest in Comprehensive Physics & Regulatory Services, Ltd. ("CPRS") and simultaneously assign such right of purchase to Registrant in exchange for the shareholders of the Company receiving shares of Registrant representing 95% of the issued and outstanding stock of Registrant, and upon the receipt of financing of not less than six hundred thousand dollars ($600,000.00), of which three hundred fifty thousand dollars shall ($350,000.00) be allocated to meet the initial payment of the Stock Purchase, and upon the recapitalization of the Registrant Company's common stock such that the issued and outstanding common stock will be reverse-split to a number of issued and outstanding common stock as determined by the board of directors to be in the best interest of the Registrant.
Additionally, the merger agreement may be terminated at any time prior to the Effective Time by either party for breach of any of the representations and warranties or covenants of Registrant if such breach is not cured within thirty days of written notice and upon completion of due diligence should the parties fail to resolve existing liabilities to the satisfaction of the parties.
Item 1.02 Termination of a Material Definitive Agreement Based on the due diligence assessments subsequent to the merger agreement between Registrant and Amenni, Inc. ("Amenni"), dated July 21, 2005, as amended October 7, 2005, effective August 19, 2005 (the "Amenni Agreement"), the Registrant and Amenni mutually agreed to terminate the Amenni Agreement, effective March 21, 2006.
The Amenni Agreement provided that holders of Amenni common stock would have received 97% of shares of Registrant's common stock. The agreement could be terminated at any time prior to the issuance of common stock to the shareholders of Amenni by written agreement or by either party for the other party's breach of any of the representations and warranties or covenants of the Amenni Agreement if not cured within thirty days of written notice, and by either party upon completion of due diligence.
EXHIBIT NUMBER DESCRIPTION LOCATION
2.4 Agreement and Plan of Merger Filed Herewith
Posted by JimSC on :
-- Period -- -- High -- -- Low -- 5-Day 0.0015 on 09/29/06 0.0006 on 10/23/06 20-Day 0.0022 on 09/08/06 0.0006 on 10/23/06 65-Day 0.0050 on 08/30/06 0.0006 on 10/23/06 100-Day 0.0050 on 08/30/06 0.0006 on 10/23/06 260-Day 0.0050 on 08/30/06 0.0006 on 10/23/06 Year to Date 0.0050 on 08/30/06 0.0006 on 10/23/06
Posted by The surgeon on :
Been accumulating down and last week it was very hard to get filled. They only filled small ampunts. Sometimes that means something and sometimes it doesn't, but here I think shares are tight.
Posted by The surgeon on :
Buys coming in now
Posted by The surgeon on :
here comes the voume
Posted by The surgeon on :
double coming up!
Posted by The surgeon on :
ONCOLOGY MED INC (ONCM.PK)
Authorized: 500,000,000
Source: 8-K Date: 03/23/2006 Issued and Outstanding: 18,234,090
Source: 8-K Date: 03/23/2006
Posted by The surgeon on :
Press Release Source: Nannaco, Inc.
Nannaco Inc. Announces That Its Acquisition Target, CPRS, Will Commence Remote Treatment Planning at Maryview Hospital in Virginia Friday August 11, 12:12 pm ET
GIG HARBOR, Wash., Aug. 11, 2006 (PRIMEZONE) -- Nannaco, Inc. (``Nannaco'') (Other OTC:NANN.PK - News) announced that it will begin remote treatment planning at Maryview Hospital, located in Virginia. It is expected that the hospital will conduct 4-5 remote treatment plans for cancer radiation patients in the next month, which should grow to 10 treatment plans per month. It is projected that this will increase CPRS revenues by approximately $150,000 over the next 12 months. ADVERTISEMENT
CPRS is a 12-year-old-firm that provides specialized, internet-based treatment plans and medical physics consulting services for radiation centers. Nannaco's acquisition of CPRS will provide the foundation for the entity to achieve significant revenue growth from both (i) internal expansion of CPRS's existing business, and (ii) from its plan for future acquisitions in the highly fragmented radiation and cancer industries. CPRS achieved revenues of approximately $1,700,000.00 for the year ended 2005, with EBITDA of approximately $100,000.00. Management believes that the merger will provide CPRS with greater access to capital, with which it intends to commence enhanced sales and marketing efforts.
Posted by Jonus on :
cheap down here nice volume
Posted by 2cansam on :
why has this dropped so drastically in the last few months and what is it that can make this a disirable stock again?