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): August 1, 2013
Skyline Medical Inc.
(Exact name of Registrant as Specified in its Charter)
Minnesota
(State or Other Jurisdiction of Incorporation)
| 000-54361 | 33-1007393 |
| (Commission File Number) | (IRS Employer Identification No.) |
2915 Commers Drive, Suite 900
Eagan, Minnesota 55121
(Address of Principal Executive Offices and Zip Code)
(651) 389-4800
(Registrant’s telephone number, including area code)
BioDrain Medical, Inc.
(Former Name or Former Address, if Changed Since Last Report)
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:
| ¨ | 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)) |
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On August 1, 2013, the board of directors of Skyline Medical Inc. (f/k/a BioDrain Medical, Inc.) (the “Company”) increased the size of the board from six to eight directors and elected Frank Mancuso, Jr. and Dr. Arnon Dreyfuss as of the Company, to fill the vacancies created by such increase.
Frank Mancuso, Jr., age 54, is a veteran of the film production industry with more than 30 years of industry experience. He is currently the President of Boss Media, LLC, which he co-founded in 2010. Prior to joining Boss Media, Mr. Mancuso was the President of 360 Pictures, LLC and FGM Entertainment Inc. Mr. Mancuso also has an extensive background in healthcare and has served on the boards of multiple public companies. Mr. Mancuso has been a director of Prospect Park Capital Corp. (TSX VENTURE:PPK.P), a company whose strategy is to invest in early to mid-stage healthcare companies. Previously, he was a director at Delcath Systems, Inc. (NASDAQ: DCTH), a healthcare device company dedicated to the infusion of high dose chemotherapy to targeted areas of the body for the treatment of cancer. Mr. Mancuso obtained a Bachelor of Arts degree in business and graduated with honors from Upsala College in 1980.
Dr. Arnon Dreyfuss, age 60, has decades of experience in healthcare and entrepreneurship. As an oncologist, he spent his career at Harvard Medical School’s Beth Israel Hospital and the Dana Farber Cancer Institute caring for patients while conducting and leading clinical trials. His scientific work appeared in major medical journals as well as in books and medical conferences. From 1987 to 1998, Dr. Dreyfuss also served as the founder, publisher, editor and Chief Executive Officer of Dreyfuss Hunt, Inc. (formerly The Health Source Corporation), a health and financial information provider and an “Inc. 500” company. He also co-founded epodia.com, a teaching material network, now owned and operated by the University of Pennsylvania. During the past decade, Dr. Dreyfuss has been consulting, advising and investing in start-up companies, particularly in the healthcare space. Dr. Dreyfuss obtained his undergraduate degree from the Sackler School of Medicine at Tel Aviv University and his Doctorate in Medicine from Hadassah Medical School at the Hebrew University in Jerusalem. He completed his residency training in Internal Medicine in 1984 at Tufts-New England Medical Center in Boston, which included a three-months rotation at the Clinical Research Institute in Nairobi, Kenya. In 1987 he completed a three-year combined Hematology and Oncology Fellowship at Harvard Medical School. In 1986, Dr. Dreyfuss received a Postdoctoral Fellowship Award from the American Cancer Society. He has been a member of the American Medical Association since 1987 and the American Society of Clinical Oncology since 1989.
Each of Mr. Mancuso and Dr. Dreyfuss will receive compensation and participate in plans as a non-employee director of the Company, including, without limitation, the grant of quarterly stock options with an aggregate exercise price of $5,000 for service on the board.
There are no arrangements or understandings between Mr. Mancuso, Dr. Dreyfuss or any other person pursuant to which Mr. Mancuso or Dr. Dreyfuss was elected as a director. There are no transactions in which Mr. Mancuso and Dr. Dreyfuss has an interest requiring disclosure under Item 404(a) of Regulation S-K.
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective August 6, 2013, the Company changed its name from “BioDrain Medical, Inc.” to “Skyline Medical Inc.” The name change was made pursuant to Section 302A.135, subd. 7 of the Minnesota Business Corporation Act, by board action, amending Article I of the Company’s Articles of Incorporation pursuant to Articles of Amendment filed with the Secretary of State of the State of Minnesota. A copy of the Articles of Amendment relating to the name change are attached hereto as Exhibit 3.1.
Effective August 8, 2013, the Company’s trading symbol for its shares of common stock on the over-the-counter bulletin board changed from “BIOR” to “SKLN” as a result of this above-described name change. The new CUSIP number for the Company’s common stock is 83084T 101.
Also, on August 7, 2013, the Company issued a press release regarding the Company’s name change. The full text of the press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits | |
| 3.1 | Articles of Amendment filed August 6, 2013 | |
| 99.1 | Press Release of BioDrain Medical, Inc. dated August 7, 2013 | |
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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.
Date: August 7, 2013
| SKYLINE MEDICAL INC. | |||
| By: | /s/ Josh Kornberg | ||
| Josh Kornberg | |||
| President and Chief Executive | |||
| Officer | |||
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EXHIBIT 3.1
ARTICLES OF AMENDMENT
OF
BIODRAIN
MEDICAL, INC.
The Undersigned, Chief Executive Officer of BioDrain Medical, Inc., a Minnesota corporation (the “Corporation”), hereby certifies that the following Articles of Amendment have been duly adopted by the Corporation’s Board of Directors.
1. The name of the Corporation is: BioDrain Medical, Inc.
2. Article I of the Corporation’s Articles of Incorporation is hereby amended to read in its entirety as follows:
“Article
I
Name
The name of the corporation is: “Skyline Medical Inc.”
3. These Articles of Amendment have been adopted by the Corporation’s Board of Directors pursuant to Section 302A.135, subd. 7 of the Minnesota Business Corporation Act.
In witness whereof, and on behalf of the Corporation, the undersigned has set his hand to these Articles of Amendment on this 2 day of August, 2013.
| /s/ Bob Myers | |||
| Bob Myers | |||
| Chief Financial Officer | |||
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EXHIBIT 99.1
BioDrain Medical, Inc. Announces Company Name Change to Skyline Medical Inc.
Company Will Now Trade Under New Ticker “SKLN”
MINNEAPOLIS – Aug. 7, 2013 – BioDrain Medical, Inc. (OTCQB: BIOR) (the “Company”), producer of the FDA-approved STREAMWAY® System for automated, direct-to-drain surgical fluid disposal that reduces the risk of exposure to hazardous waste, today announced that the Company is changing its name to Skyline Medical Inc. FINRA has confirmed that the market effective date for the name change is August 8, 2013. The new ticker symbol for Skyline Medical is SKLN, and the new CUSIP number is 83084T101.
“During the past several months this company has made great strides – we’ve implemented a top-notch medical advisory board, completed numerous successful trial installations and seen a very significant increase in revenues from the STREAMWAY System sales,” said Josh Kornberg, Chief Executive Officer of Skyline Medical Inc. “As our company continues to evolve, we feel it is important that our image reflect the growth trajectory we are on. Not only is Skyline Medical a nod to the company’s home town, Minneapolis, we believe the sky is the limit to how successful this technology will be in the coming months and years.”
Skyline Medical will continue to manufacture and distribute the Company’s flagship technology, the STREAMWAY System, which has gained traction in 2013. Currently, there are numerous trials of the STREAMWAY System running in hospitals and surgical centers throughout the United States.
About Skyline Medical Inc.
Skyline Medical Inc. produces a fully automated, patented, FDA cleared, surgical fluid disposal system that virtually eliminates operating room workers' exposure to blood, irrigation fluid and other potentially infectious fluids found in the surgical environment. Today's manual surgical fluid handling methods of hand-carrying filled surgical fluid canisters and emptying these canisters is an exposure risk and is not an optimal approach to the handling of surgical fluid waste. Skyline Medical’s STREAMWAY System fully automates the collection, measurement and disposal of surgical fluids and is designed to result in: 1) reducing overhead costs to hospitals and surgical centers, 2) improving Occupational State and Health Association (OSHA) and other regulatory compliance agencies' safety concerns, and 3) streamlining the efficiency of the operating room (and thereby making surgeries more profitable).
Skyline Medical’s STREAMWAY System is eco-friendly as it contributes to cleaning up the environment. Currently, approximately 50 million bloody, potentially disease infected canisters go to landfills annually in the United States. These tainted canisters can remain in landfills for years to come. With the installation of Skyline Medical’s STREAMWAY System, the number of canisters can be significantly reduced. Skyline Medical Inc.’s STREAMWAY System is designed to make the operating room and our environment safer, cleaner, and better. Skyline Medical products are currently being represented by independent professional sales representatives that cater to the needs of hospitals and ambulatory surgical centers across the country. For additional information, please visit: www.skylinemedical.com.
Forward-looking Statements
Certain of the matters discussed in this announcement contain forward-looking statements that involve material risks to and uncertainties in the company's business that may cause actual results to differ materially from those anticipated by the statements made herein. Such risks and uncertainties include, among other things, inability to raise sufficient additional capital to operate our business; unexpected costs and operating deficits, and lower than expected sales and revenues, if any; adverse economic conditions; adverse results of any legal proceedings; the volatility of our operating results and financial condition; inability to attract or retain qualified senior management personnel, including sales and marketing personnel; our ability to establish and maintain the proprietary nature of our technology through the patent process, as well as our ability to possibly license from others patents and patent applications necessary to develop products; the availability of financing; the Company's ability to implement its long range business plan for various applications of its technology; the Company's ability to enter into agreements with any necessary marketing and/or distribution partners; the impact of competition, the obtaining and maintenance of any necessary regulatory clearances applicable to applications of the Company's technology; and management of growth and other risks and uncertainties that may be detailed from time to time in the Company's reports filed with the Securities and Exchange Commission, which are available for review at www.sec.gov. This is not a solicitation to buy or sell securities and does not purport to be an analysis of the company's financial position. See the Company's most recent Annual Report on Form 10-K, as amended, and subsequent 8-K and other filings at www.sec.gov.
Public Relations Contact:
Samantha Wolf
KCSA Strategic Communications
212-896-1220
swolf@kcsa.com
Investor Relations Contacts:
Phil Carlson / Josh Dver
KCSA Strategic Communications
212-896-1233 / 212-896-1239
skyline@kcsa.com