Business Context and Reporting Period
This Form 8-K was filed by Used Kar Parts, Inc. (not Cardiff Oncology, Inc.) on May 18, 2004. The report details a significant corporate transaction involving the acquisition of another entity.
Key Financial Metrics
The filing does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures. The document focuses exclusively on the terms of a securities exchange agreement.
Material Changes
On May 18, 2004, Used Kar Parts, Inc. entered into a Securities Exchange Agreement to acquire Xenomics, a California corporation. Key terms include:
- Acquisition: Used Kar agreed to purchase all outstanding shares of Xenomics owned by specific shareholders (3,807,055 shares).
- Consideration: The purchase is in exchange for 2,258,001 shares of Used Kar common stock.
- Conditions Precedent: The closing is contingent upon several factors, including completion before June 15, 2004, and the successful completion of a private placement of Used Kar's common stock.
Guidance, Outlook, and Risks
The transaction includes specific operational and governance conditions:
- Employment and Consulting: Xenomics must enter into a consulting agreement with L. David Tomei and employment agreements with shareholders Samuil Umansky and Hovsep Melkonyan.
- Technology Options: The aforementioned individuals will receive one-year option agreements to acquire certain technology from Xenomics if Used Kar fails to apply financial resources to its development.
- Shareholder Protection: A voting agreement is required among Used Kar, the Xenomics shareholders, existing unregistered shareholders, and new private placement investors to protect minority shareholders.
Investor Verification Checklist
- Verify the successful completion of the private placement of Used Kar common stock, which is a condition for closing.
- Confirm the execution of the required employment and consulting agreements with L. David Tomei, Samuil Umansky, and Hovsep Melkonyan.
- Monitor the June 15, 2004 deadline for the transaction closing.
- Review the attached Securities Exchange Agreement (Exhibit 10.1) for detailed terms regarding the technology options and voting rights.