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):
July
9,
2008
BIO-BRIDGE
SCIENCE, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
|
20-1802936
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
|
1211
West 22nd Street, Suite 615, Oak Brook, Illinois
|
60523
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
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):
o
Written
communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting
material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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
See
Item
3.02 below for description of private placement documents
Item
3.02 Unregistered Sales of Equity Securities
As
used
in this report, "we", "us", "our" or "BGES" refer to Bio-Bridge Science, Inc.,
a
Delaware corporation and its subsidiaries.
On
July
9, Bio-Bridge Science Inc. expanded its recent private placement by entering
into a securities purchase agreement with Cheung Hin Shun Anthony, a member
of
our Board Directors, in which Mr. Cheung agreed to purchase a total of 2,000,000
investment units from BGES at $0.725 per unit. Each unit consists of one share
of common stock, a four-year warrant to purchase 0.5 share of common stock
at
$0.725 and a five-year warrant to purchase 0.5 share of common stock at $1.10.
The total investment of Mr. Cheung is $1.45 million. $120,000 of this total
was
paid upon execution of the equity purchase agreement and the balance will be
paid in ten equal installments until May 31, 2009.
The
offering proceeds will be used as working capital and to fund our vaccine
development activities in China.
The
issuance of the securities was made pursuant to an exemption from registration
provided by Regulation S.
Item
9.01 Financial Statements and Exhibits
(c)
Exhibits.
|
Exhibit Number
|
|
Description
|
|
1.01
|
|
Securities
Purchase Agreement between Bio-Bridge Science, Inc. and Mr. Cheung
Hin
Shun Anthony
dated
July 9, 2008.
|
|
|
|
|
|
1.02
|
|
Promissory
note issued by Mr.
Cheung
Hin Shun Anthony
,
dated
July 9, 2008.
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|
|
|
|
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*4.1
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|
Form
of Class BA common stock purchase warrant
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|
|
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*4.2
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Form
of Class BB common stock purchase warrant
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|
|
|
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99.1
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Press
release dated July 11, 2008
|
|
|
|
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*
|
|
Incorporated
by reference from Form 8-K filed on July 8,
2008
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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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|
|
|
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BIO-BRIDGE
SCIENCE, INC.
|
|
|
|
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Date:
July
11, 2008
|
|
|
|
By:
/s/
Liang Qiao, MD.
|
|
|
|
|
|
Title:
Chief
Executive Officer
|
|
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|
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