Global Clean Energy Holdings, Inc. - Current report filing (8-K)
29 May 2008 - 7:00AM
Edgar (US Regulatory)
UNITED
STATES
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 (date of earliest event reported): May 28, 2008
GLOBAL
CLEAN ENERGY HOLDINGS, INC.
(Exact
Name of Registrant as Specified in Charter)
Utah
(State
of
Incorporation)
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000-12627
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87-0407858
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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6033
W. Century Blvd, Suite 1090, Los Angeles, California
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90045
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(310)
670-7911
(Registrant’s
Telephone Number, Including Area Code)
(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:
¨
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425).
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12).
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b)).
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c)).
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ITEM
1.01
ENTRY
INTO A MATERIAL AGREEMENT
Introductory
Note
On
August
3, 2006, Global Clean Energy Holdings, Inc. (the “
Company
”)
filed
a Current Report on Form 8-K (“
2006
8-K
”)
concerning the Company’s entry into a Definitive Master Agreement, dated July
29, 2006 (the “
Agreement
”),
by
and between Eucodis Forschungs-und Entwicklungs GmbH (“
Eucodis
”)
and
MDI Oncology, Inc., a wholly owned subsidiary of the Company (“
MDIO
”).
Pursuant to the Agreement, MDIO granted to Eucodis the exclusive license
(“
License
”)
to
develop, manufacture and commercialize MDIO’s formestane cream product in the
European Union and certain surrounding countries.
In
connection with the Company’s request for confidential treatment of certain
portions of the Agreement, the Company filed a redacted copy of the Agreement
as
Exhibit 10.1 to the 2006 8-K.
Termination
of License
Section
4.5(d) of the Agreement provides that MDIO may terminate the License in the
event that Eucodis discontinues or suspends business operations. In March 2007,
the Company was informed that Eucodis had suspended business operations, and
pursuant to Section 4.5(d) of the Agreement, MDIO terminated the License upon
written notice to Eucodis.
As
a
result, the Company no longer wishes to pursue confidential treatment of the
Agreement and by filing this amendment to the 2006 8-K is attaching an unedited
version of the Agreement as an exhibit to this Current Report on Form 8-K.
The
summary of the Agreement set forth above is qualified by reference to such
exhibit.
ITEM
9.01
FINANCIAL
STATEMENTS AND EXHIBITS
(d)
Exhibits
Exhibit
No.
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Description
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10.1
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Definitive
Master Agreement dated July 29, 2006, by and between Eucodis
Forschungs-und Entwicklungs GmbH and MDI Oncology, Inc.
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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.
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Date:
May 28, 2008
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GLOBAL
CLEAN ENERGY HOLDINGS, INC.
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By:
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/s/
BRUCE K. NELSON
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Bruce
K. Nelson,
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Chief
Financial Officer
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