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):
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June
9, 2009
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BIO-BRIDGE
SCIENCE, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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000-51497
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20-1802936
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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1211 West 22nd Street, Suite 615, Oak Brook,
Illinois
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60523
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
630-928-0869
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))
This
Form 8-K and other reports filed by the Registrant from time to time with the
Securities and Exchange Commission (collectively the “Filings”) contain forward
looking statements and information that are based upon beliefs of, and
information currently available to, the Registrant’s management as well as
estimates and assumptions made by the Registrant’s management. When
used in the Filings the words “anticipate”, “believe”, “estimate”, “expect”,
“future”, “intend”, “plan” or the negative of these terms and similar
expressions as they relate to the Registrant or the Registrant’s management
identify forward looking statements. Such statements reflect the
current view of the Registrant with respect to future events and are subject to
risks, uncertainties, assumptions and other factors relating to the Registrant’s
industry, operations and results of operations and any businesses that may be
acquired by the Registrant. Should one or more of these risks or
uncertainties materialize, or should the underlying assumptions prove incorrect,
actual results may differ significantly from those anticipated, believed,
estimated, expected, intended or planned.
Item 1.01 Entry into a Material
Definitive Agreement
.
As used
in this report, “we”, “us”, “our” or “BGES” refer to Bio-Bridge Science, Inc., a
Delaware corporation and its subsidiaries.
On June
9, 2009 Bio-Bridge Science (HK) Co., Ltd., a wholly-owned subsidiary of
Bio-Bridge Science, Inc. entered into an equity joint venture contract with JR
Scientific Inc., a California based manufacturer of classical and custom cell
culture medium and sera products (“JRS”) and several other investors, to form a
new cell culture medium joint venture in Beijing, China. The
registered capital of the joint venture will be RMB 10,000,000 (approximately
US$ 1,464,000). We will invest RMB 5,100,000 (approximately US$732,000) in
cash in the joint venture for 51% of the equity and JRS will contribute certain
technology for 15% of the equity. The balance of the equity will be
purchased by investors. The joint venture agreement requires prior
written Chinese governmental approval. The joint venture is expected to be
formed in September 2009.
Item
9.01 Financial Statements and Exhibits
(c) Exhibits.
Exhibit Number
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Description
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1.01
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Equity
Joint Venture Contract dated June 9, 2009 (translated from Chinese
version)
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99.1
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Press
release dated June 10,
2009
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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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BIO-BRIDGE
SCIENCE, INC.
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Date:
June 10, 2009
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/s/
Liang Qiao, MD
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Liang
Qiao, MD
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Chief
Executive Officer
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