Business Context and Reporting Period
This Form 8-K was filed by eFoodsafety.com, Inc. (not Pharmacyte Biotech, Inc.) on March 3, 2009, reporting events occurring on March 2, 2009. The filing details the completion of an acquisition of Freedom2 Holdings, Inc., a Delaware holding company specializing in patented, removable tattoo and permanent cosmetic ink technology.
Key Financial Metrics
The filing does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures for either entity. The transaction was structured as a stock-for-stock exchange rather than a cash transaction.
- Consideration Issued: 48,205,000 shares of restricted common stock (par value $0.0001).
- Valuation Method: Shares were valued at Fair Market Value at the time of issuance.
- Financial Statements: Required financial statements for the acquired business and pro forma information are not included in this report; they are scheduled to be filed by amendment no later than May 14, 2009.
Material Changes
The primary material change is the expansion of eFoodsafety.com's business portfolio through the acquisition of 100% of Freedom2 Holdings, Inc.'s outstanding securities. This marks a strategic shift or diversification into the biotech/consumer health sector regarding tattoo removal technology.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, management commentary on future performance, or specific risk factors beyond the standard regulatory disclosures. The transaction relied on exemptions under Section 4(2) of the Securities Act of 1933 and/or Regulation D for the unregistered sale of equity securities.
Investor Verification Checklist
- Verify the identity of the registrant (eFoodsafety.com, Inc.) versus the company name provided in the request metadata (Pharmacyte Biotech, Inc.).
- Monitor the upcoming amendment to this 8-K (due by May 14, 2009) for the financial statements of Freedom2 Holdings and pro forma financial data.
- Confirm the fair market value per share used to value the 48,205,000 shares issued, as this determines the accounting value of the acquisition.
- Assess the patent status and commercial viability of Freedom2's removable ink technology.