FORM 8-K

 

 

 

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): January 1, 2014

 


 

VANTAGE HEALTH

(Exact name of registrant as specified in its charter)

 

Nevada   333-168930   93-0659770
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
 

(IRS Employer

Identification No.)

 

401 Warren St. Suite 200

Redwood City, CA 94063

(Address of principal executive offices and zip code)

 

Registrant’s telephone number, including area code: (650) 503-3570

 

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))

 

 

 

 
 

 

Item 1.01   Entry Into a Material Definitive Agreement

 

On January 1, 2014, our parent company, Nanobeak Inc. (“Nanobeak”), entered into a License Agreement (the “License Agreement”) with the National Aeronautics and Space Administration (“NASA”) pursuant to which Nanobeak was granted a royalty-bearing, non-transferable license (the “License”) to certain inventions and patent rights owned by NASA relating to chemical sensing nanotechnology, for use within the United States and its territories. The License is effective as of December 31, 2013 and subject to an initial five year term, during which the License will be exclusive to Nanobeak. Following the initial five-year term, the License shall automatically convert to a non-exclusive license.

 

The License may be terminated by NASA following a 30 day cure period, among other reasons, upon a breach of the License Agreement or upon its determination that Nanobeak has failed to adequately develop or commercialize the licensed patents. Specific milestones and commercialization requirements are set forth in the License Agreement.

 

NASA provides no warranties under the License Agreement and assumes no responsibility for our use, sale or other disposition of the licensed technology. We agree to indemnify NASA against all liabilities arising from such use, sale or other disposition.

 

NASA has approved Nanobeak’s sublicense of the License to Vantage Health. Any further sublicensing will require NASA’s prior written approval.

 

We must pay certain royalties in connection with the License as set forth in the License Agreement. Royalties owed for 2014 have been paid in advance by Nanobeak, with the next payment due in 2015.

 

We intend to file the License Agreement as an exhibit to our next periodic report and will seek confidential treatment of certain terms in the License Agreement at such time.

 

Item 8.01 Other Events.

 

On January 7, 2014, the Company issued a press release announcing that it has entered into the License Agreement with NASA. A copy of the press release is filed as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit Number   Description
     
99.1  

Press release dated January 7, 2014, titled “Vantage Health Receives License

After NASA and Nanobeak Enter into an Exclusive Five-Year Commercial License Agreement.”

 

 
 

 

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 thereunto duly authorized.

 

  VANTAGE HEALTH
   
  By: /s/ J. Jeremy Barbera
  Name: J. Jeremy Barbera
  Title: President and Chief Executive Officer
Date: January 7, 2014    

 

 
 

EXHIBIT 99.1

 

 

 

Vantage Health Receives License

After NASA and Nanobeak Enter into an Exclusive Five-Year Commercial License Agreement

 

Redwood City, CA – January 7, 2014 – Vantage Health Inc, (OTCB: VNTH) and its parent company Nanobeak Inc. today announced that NASA and Nanobeak have entered into an exclusive 5-year license agreement to commercialize mobile healthcare products derived from NASA patented chemical sensing technology. This exclusive 5-year license agreement has been sublicensed to Vantage Health Inc.

 

Telemedicine and mobile healthcare is formed by the intersection of medicine and digital technology. Nanobeak and Vantage Health have been developing sensor based mobile applications based on patented NASA technology, for non-invasive disease screening at the earliest stages, to be implemented for point of care and individualized healthcare screening using a proprietary breathalyzer attached to a smartphone.

 

The initial exclusive commercialization agreement with NASA licenses the use of multiple US Patents relating to inventions in the fields of nanotechnology, chemical sensing, carbon nanotubes, medical diagnoses, environmental sensing and cell phone applications. The commercialization agreement requires that the products be manufactured substantially in the United States, and are subject to certain annual royalty payments to NASA. We will use this sensor technology to focus on certain forms of disease screening and narcotics screening. The initial application will be lung cancer.

 

The sensor technology won the 2012 NASA Government Invention of the Year, which was announced on April 10, 2013. The sensors have been deployed by NASA to detect trace gases in the crew cabin on the International Space Station. Other federal agencies are using sensors based on this technology to detect trace gases in various environments. Specific applications for which the innovative sensors have been tested and used include trace chemical detection in planetary exploration, air monitoring, leak detection and hazardous agent detection using cell phones.

 

Vantage Health is focused on early screening of lung cancer, colon cancer, breast cancer, prostate cancer and ovarian cancer. We are also developing mobile screening capabilities for medical adherence, heart failure, diabetes, tuberculosis, oxidative stress disorder, metabolic impairment, and HIV/Aids. Cancer is the number two cause of death in America, second only to heart disease according to the Center for Disease Control and Prevention. The World Health Organization statistics indicate that 7.6 million people die from cancer a year – representing more than 20,000 deaths a day.

 

 
 

 

Commenting on today's announcement, Jeremy Barbera, Chairman and CEO of Vantage Health stated, “by analyzing a person’s breath print, the Vantage Health Sensor will provide low cost, non-invasive lung cancer screening for the earliest stages when there are more treatment options available for that person. There were more deaths in 2012 from lung cancer than from prostate, pancreas, breast and colon combined according to the American Cancer Society. The primary reason is that only 15% of lung cancer cases are screened at an early stage – 85% are not.”

 

“Our mission is to commercialize mobile healthcare technologies that provide physicians and consumers with the tools to better manage the healthcare continuum from managing illness to managing wellness.”

 

About Vantage Health Inc.

 

Vantage Health Inc. - a leader in mobile health technology - is developing personalized and point-of-care screening using Apps based upon chemical sensing residing within a small device attached to a smartphone. 

 

With its foundations in advanced nanotechnology, the company’s first product, the Vantage Health Sensor, is the convergence of nano-electronics, bio-informatics, and wireless technology to create the next generation mobile health application.

 

The first mobile App is expected to be for lung cancer screening with additional mobile healthcare Apps in the planning stages. The company has offices in Redwood City, CA and New York. For more information, please visit http://www.vantagehealthinc.com

 

#####

 

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties that could cause actual results to be materially different from historical results or from any future results expressed or implied by such forward-looking statements. Such forward-looking statements include, among other things statements with respect to our objectives and strategies to achieve those objectives, as well as statements with respect to our beliefs, plans, expectations, anticipations, estimates or intentions. Such forward-looking statements may also include statements, among other things, concerning the efficacy, safety and intended utilization of Vantage’s product candidates, the conduct and results of future clinical trials, plans regarding regulatory filings, future research and clinical trials and plans regarding partnering activities. Factors that may cause actual results to differ materially include, among others, the risk that product candidates that appeared promising in early research and clinical trials do not demonstrate safety and/or efficacy in larger-scale or later clinical trials, trials may have difficulty enrolling, Vantage may not obtain approval to market its product candidates, or outside financing may not be available to meet capital requirements. These forward-looking statements are based on our current expectations. We caution that all forward-looking information is inherently uncertain and actual results may differ materially from the assumptions, estimates or expectations reflected or contained in the forward-looking information, and that actual future performance will be affected by a number of factors, including economic conditions, technological change, regulatory change and competitive factors, many of which are beyond our control. Therefore, future events and results may vary significantly from what we currently foresee.

 

For a further list and description of the risks and uncertainties the Company faces, please refer to the Company’s most recent Annual Report on Form 10-K and other periodic and other filings Vantage files with the Securities and Exchange Commission and are available at www.sec.gov. Such forward-looking statements are current only as of the date they are made, and Vantage assumes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.