SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 8-K/A
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 27, 1998
ADM Tronics Unlimited, Inc
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-17629 22-1896032
(Commission File Number) (IRS Employer Identification Number)
224-S Pegasus Avenue, Northvale, NJ 07647
(Address of principal executive offices, Zip Code)
Registrant's telephone number, including area code 201-767-6040
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Item 5. Other Events
On May 27, 1998, the Registrant entered into an Asset Purchase Agreement
(the "Agreement") with Electropharmacology, Inc. ("EPI"). Pursuant to the
Agreement, the Registrant agreed to purchase and EPI agreed to sell certain
assets utilized by EPI in connection with EPI's SofPulse electromagnetic
stimulation device marketed under the name MRT-SofPulse or SofPulse for use
in treating pain and edema in post-operative soft tissue injuries. The
purchase price consists of 2,925,000 shares of the Registrant's Common Stock,
$150,000 and a three year Warrant for the purchase of up to 1,500,000 shares
of the Registrant's common stock at $.425 per share. The actual amount of
shares which can be purchased upon exercise of such warrant is contingent
upon the Registrant reaching certain levels of sales in connection with the
assets to be acquired from EPI. The purchase of such assets is contingent
upon, among other things, approval of EPI's shareholders. Such approval
has not yet been obtained.
The Registrant has agreed to register the shares of its Common Stock to be
issued to EPI as well as shares of its Common Stock which may be acquired
upon exercise of the Warrant to be issued to EPI under the Securities Act
of 1933, subject to certain lockup provisions.
On May 15, 1998, the Registrant entered into an agreement with Wharton Capital,
Inc. ("Wharton") pusuant to which Wharton agreed to provide the Registrant with
consulting services related to contract negotiations, financial services,
public relations, business plans, evaluation of future financing and potential
merger and acquisitions through September 15, 1998. As compensation to
Wharton for its services, the Registrant agreed to issue 342,000 shares of its
common stock and pay $15,000. The Registrant has agreed to register 270,000
of such shares under the Securities Act of 1933.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
ADM Tronics Unlimited, Inc.
(Registrant)
/s/ Dr. Alfonso DiMino
President
