SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13D
(Name of
Issuer)
Common
Stock, par value $0.0005 per share
(Title of
Class of Securities)
Fred
Banti
Phosphagenics
Limited
9
Cardinal Way
Flemington,
New Jersey 08822
646-706-2155
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 22,
2010
(Date of
Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box.
o
CUSIP
No: 74838L304
1.
|
NAME
OF REPORTING PERSON:
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
|
(a)
o
(b)
o
3.
|
SEC
USE ONLY
|
|
|
|
|
4.
|
SOURCE
OF FUNDS (See Instructions)
|
OO
|
|
|
|
|
|
|
5. CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e):
o
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
Australia
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE
VOTING POWER
|
1,440,000
|
8.
|
SHARED
VOTING POWER
|
0
|
9.
|
SOLE
DISPOSITIVE POWER
|
1,440,000
|
10.
|
SHARED
DISPOSITIVE POWER
|
0
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,440,000
|
12.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
9.9%
|
14.
|
TYPE
OF REPORTING PERSON (See Instructions)
|
CO
|
Item
1.
Security and
Issuer.
This Statement of Beneficial Ownership
on Schedule 13D (this “
Schedule 13D
”)
relates to the common stock, par value $0.0005 per share (“
Common Stock
”), of
The Quigley Corporation, a Nevada corporation (the “
Issuer
”). The
principal executive offices of the Issuer are located at Kells Building, 62
N. Shady Retreat Road, Doylestown, Pennsylvania 18901.
This Schedule 13D is being filed by the
Reporting Person (as defined in Item 2 below) as a result of the Reporting
Person’s acquisition on March 22, 2010 of 1,440,000 shares of Common Stock (the
“
Shares
”) from
the Issuer pursuant to a license agreement, dated March 22, 2010, between the
Issuer and the Reporting Person (the “
License
Agreement
”). The contractual arrangements between the Issuer
and the Reporting Person with respect to the Shares are described further in
Item 6 below.
Item
2.
Identity
and Background.
(a) This
Schedule 13D is being filed by Phosphagenics Limited, a corporation organized
under the laws of Australia (the “
Reporting
Person
”).
(b) The
principal business address of the Reporting Person is Level 2, 90 William
Street, Melbourne, Australia 3000.
(c)
Set forth on
Schedule
I
hereto is the name, citizenship, business or residence address and
present principal occupation of each of the directors and executive officers of
the Reporting Person.
The principal business of the Reporting
Person is the discovery of new and cost effective ways to enhance
bioavailability, activity, safety and delivery of proven pharmaceutical and
nutraceutical products.
(d) During
the last five years, neither the Reporting Person nor, to the knowledge of the
Reporting Person, any of the natural persons listed on
Schedule I
associated
with such Reporting Person have been convicted in any criminal
proceeding.
(e) During
the last five years, neither the Reporting Person nor, to the knowledge of the
Reporting Person, any of the natural persons listed on
Schedule I
associated
with such Reporting Person have been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction, as a result of which he or it
is or was subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such
laws.
(f) Not
applicable.
Item
3.
Source and Amount of
Funds or Other Consideration.
The Issuer issued the Shares to the
Reporting Person pursuant to the License Agreement.
Item
4.
Purpose of
Transaction.
The Reporting Person has acquired the
Shares for investment purposes only. Each of the Reporting Person and the
natural persons listed on
Schedule I
associated
with such Reporting Person has no current plans to pursue any additional actions
related to its holding of Common Stock, including, without limitation: (a) the
acquisition of additional shares of Common Stock or the disposition of shares of
Common Stock that it holds; (b) an extraordinary corporate transaction, such as
a merger, reorganization or liquidation, involving the Issuer or any of its
subsidiaries; (c) a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries; (d) a material change in the present
capitalization or dividend policy of the Issuer; (e) any other material change
in the Issuer’s business or corporate structure; (f) changes to the Issuer’s
charter, by-laws or other actions which may impede the acquisition of control of
the Issuer by any other person; (g) causing the Common Stock to be delisted from
a national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(h) causing the Common Stock to become eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended;
(i) any change to the present board of directors or management of the Issuer; or
(j) any action similar to any of those enumerated above.
Item
5.
Interest in
Securities of the Issuer.
(a) The
Reporting Person may be deemed to beneficially own 1,440,000 shares of Common
Stock. Such ownership represents 9.9% of the issued and outstanding
shares of the Issuer. To the knowledge of the Reporting Person, no shares of
Common Stock are beneficially owned by any of the persons listed on
Schedule I
associated
with the Reporting Person.
(b) Number
of shares as to which the Reporting Person has:
(i)
|
sole power to vote
or to direct the vote: 1,440,000
|
|
|
|
|
(ii)
|
shared power to vote
or to direct the vote: 0
|
|
|
|
|
(iii)
|
sole power to
dispose or to direct the disposition of: 1,440,000
|
|
|
|
|
(iv)
|
shared power to
dispose or direct the disposition of: 0
|
|
|
|
|
(c) Other
than its acquisition of the Shares pursuant to the License Agreement (as
described in greater detail in Item 1 and Item 6 herein), no transactions in
securities of the Issuer have been effected during the last 60 days by the
Reporting Person or all of the persons named on
Schedule I
related to
the Reporting Person.
(d)-(e) Not
applicable.
Item
6.
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer.
Contemporaneously with the Issuer’s and
the Reporting Person’s entry into the License Agreement, the Issuer, the
Reporting Person, Phosphagenics Inc. (“
PSI
”), a Delaware
corporation and subsidiary of the Reporting Person, and Phusion Laboratories,
LLC (the “
Joint
Venture
”), a Delaware limited liability company, entered into a Limited
Liability Company Agreement (the “
LLC Agreement
”) of
the Joint Venture and additional related agreements for the purpose of
developing and commercializing, for worldwide distribution and sale, a wide
range of non-prescription remedies using the Reporting Person’s proprietary
patented TPM™ technology (“
TPM
”). The
Reporting Person granted to the Issuer, pursuant to the terms of the License
Agreement, (a) an exclusive, royalty-free, world-wide (subject to certain
limitations), paid-up license to exploit OTC drugs (and certain other products)
that embody certain of the Reporting Person’s TPM-related patents and related
know-how (collectively, the “
PSI Technology
”), and
(b) a non-exclusive, royalty-free, world-wide (subject to certain limitations),
paid-up license to exploit certain compounds that embody the PSI Technology for
use in a product combining one or more of such compounds with an OTC drug or in
a product that is part of a regimen that includes the application of an OTC
drug.
Pursuant
to the License Agreement, the Issuer issued the Shares to the Reporting Person
and made a one-time payment to the Reporting Person of $1
million. The Reporting Person agreed, pursuant to a Share Transfer
Restriction Agreement, dated March 22, 2010 (the “
Share Transfer Restriction
Agreement
”), between the Issuer and the Reporting Person, that it will
not sell or otherwise dispose of any of the Shares prior to June 1, 2012,
without the Issuers consent,
provided
,
however,
that the
Reporting Person may transfer any and all of the Shares in connection with a
Company Sale (as defined in the Share Transfer Restriction
Agreement). In accordance with the Share Transfer Restriction
Agreement, the Reporting Person may elect to participate in certain underwritten
public offerings initiated by the Issuer after June 1, 2012, subject to the
certain limitations set forth in the Share Transfer Restriction Agreement.
Further, without the consent of the Issuer, the Reporting Person has agreed that
it will not directly or indirectly acquire any shares of Common Stock or Common
Stock equivalents
other than those transferred to the Reporting
Person pursuant to the License Agreement.
In accordance with a Contribution
Agreement, dated March 22, 2010 (the “
Contribution
Agreement
”), by and among the Issuer, the Reporting Person, PSI, and the
Joint Venture, the Issuer transferred, conveyed and assigned to the Joint
Venture all of its rights, title and interest in, to and under the License
Agreement, and the Joint Venture assumed, and undertook to pay, discharge and
perform when due, all of the Issuer’s liabilities and obligations under and
arising pursuant to the License Agreement (such actions, collectively, the
“
Assignment and
Assumption
”). Pursuant to the Contribution Agreement and in order to
reflect the Assignment and Assumption, the Issuer, the Reporting Person, and the
Joint Venture entered into an Amended and Restated License Agreement, dated
March 22, 2010 (the “
Amended License
Agreement
”), which amends and restates the License Agreement to reflect
that the Joint Venture is the licensee thereunder and which otherwise contains
substantially the same terms as the License Agreement. The Amended
License Agreement will remain in effect until the expiration of the last to
expire of the patents included within the PSI Technology or any extensions
thereof. Either party may terminate the Amended License Agreement
upon written notice to the other party in the event of certain events involving
bankruptcy or insolvency.
Pursuant to the LLC Agreement, the
Issuer and PSI each own a 50% membership interest in the Joint
Venture. The Reporting Person will conduct and oversee much of the
product development, formulation, testing and other research and development
needed by the Joint Venture. The LLC Agreement provides that each
member may be required from time to time and subject to certain limitations, to
make capital contributions to the Joint Venture to fund its operations, in
accordance with the agreed upon budgets for products to be developed. The
initial Board of Managers is comprised of four representatives, two
representatives from each of the Issuer and the Reporting Person. The LLC
Agreement contains other normally found terms in such arrangements, including
provisions relating to governance of the Joint Venture, indemnification
obligations of the Joint Venture, allocation of profits and losses, the
distribution of funds to the members and restrictions on transfer of a member’s
interest.
Other than the License Agreement, the
Amended and Restated License Agreement, the Share Transfer Restriction
Agreement, the LLC Agreement and the Contribution Agreement, to the best
knowledge of the Reporting Person, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among and between the
Reporting Person and any other person with respect to any securities of the
Issuer, including but not limited to transfer or voting of any of the
securities, finder’s fees, joint ventures, loan or option arrangements, put or
calls, guarantors of profit, division of profit or loss or the giving or
withholding of proxies.
Item
7.
Material to be Filed as
Exhibits
Exhibit
A —
Limited Liability
Company Agreement, dated March 22, 2010, between the Issuer, the Reporting
Person, PSI, and the Joint Venture (incorporated by reference to Exhibit 10.11
of the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2009,
filed by the Issuer with the SEC on March 26, 2010).
Exhibit
B —
Contribution
Agreement, dated as of March 22, 2010, by and among the Issuer, the Reporting
Person, PSI, and the Joint Venture (incorporated by reference to Exhibit 10.12
of the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2009,
filed by the Issuer with the SEC on March 26, 2010).
Exhibit
C —
License Agreement,
dated as of March 22, 2010, by and among the Issuer and the Reporting Person
(incorporated by reference to Exhibit 10.13 of the Issuer’s Annual Report on
Form 10-K for the year ended December 31, 2009, filed by the Issuer with the SEC
on March 26, 2010).
Exhibit
D —
Amended and Restated
License Agreement, dated as of March 22, 2010, by and among the Reporting
Person, the Issuer and the Joint Venture (incorporated by reference to Exhibit
10.14 of the Issuer’s Annual Report on Form 10-K for the year ended December 31,
2009, filed by the Issuer with the SEC on March 26, 2010).
Exhibit
E —
Share Transfer
Restriction Agreement, dated as of March 22, 2010, by and among the Issuer and
the Reporting Person (incorporated by reference to Exhibit 10.15 of the Issuer’s
Annual Report on Form 10-K for the year ended December 31, 2009, filed by the
Issuer with the SEC on March 26, 2010).
SIGNATURE
After
reasonable inquiry and to the best of our knowledge and belief, the undersigned
certify that the information set forth in this statement is true, complete and
correct.
|
Phosphagenics
Limited
|
|
|
|
|
|
|
By:
|
/s/ Harry
Rosen
|
|
|
|
Name:
Harry Rosen
|
|
|
|
Title:
President and Chief Executive Officer
|
|
|
|
|
|
Schedule
I
Directors
and Executive Officers
as of
March 31, 2010
Corporation: Phosphagenics
Limited
Directors and Citizenship
|
Address
|
|
Occupation
|
Shares of the Quigley Corp. Common
Stock
|
Andrew
Vizard,
Australian
|
Level
2, 90 William Street, Melbourne, Australia 3000
|
|
Senior
Consultant to the Mackinnon Project at the University of
Melbourne
|
None
|
|
|
|
|
|
Harry
Rosen,
Australian
|
Level
2, 90 William Street, Melbourne, Australia 3000
|
|
President,
Chief Executive Officer and Director of Phosphagenics
Limited
|
None
|
|
|
|
|
|
Dr.
Esra Ogru,
Australian
|
Level
2, 90 William Street, Melbourne, Australia 3000
|
|
Chief
Operating Officer and Director of Phosphagenics Limited
|
None
|
|
|
|
|
|
John
Mills,
Australian
|
Level
2, 90 William Street, Melbourne, Australia 3000
|
|
Consulting
Physician and Director Phosphagenics Limited
|
None
|
|
|
|
|
|
Jonathan
Addison
Australian
|
Level
2, 90 William Street, Melbourne, Australia 3000
|
|
Investment
Manager of the Meat
Industry
Employee Superannuation Fund
|
None
|
|
|
|
|
|
Michael
Ashton,
Australian
|
Level
2, 90 William Street, Melbourne, Australia 3000
|
|
Independent
Consultant
|
None
|
|
|
|
|
|
Executives and Citizenship
|
Address
|
|
Occupation
|
Shares of the Quigley Corp. Common
Stock
|
Harry
Rosen
|
See
information above
|
|
See
information above
|
See
information above
|
|
|
|
|
|
Dr.
Esra Ogru
|
See
information above
|
|
See
information above
|
See
information above
|
|
|
|
|
|
Fred
Banti,
American
|
9
Cardinal Way, Flemington, New Jersey, U.S.A. 08822
|
|
President
of Phosphagenics, Inc.
|
None
|
|
|
|
|
|
Alister
Hodges,
Australian
|
Level
2, 90 William Street, Melbourne, Australia 3000
|
|
Chief
Financial Officer
|
None
|
|
|
|
|
|
Paul
Gavin,
Australian
|
Level
2, 90 William Street, Melbourne, Australia 3000
|
|
Vice
President Research & Development
|
None
|
|
|
|
|
|
The Quigley (MM) (NASDAQ:QGLY)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
The Quigley (MM) (NASDAQ:QGLY)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024