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: February 18, 2005
LIFELINE THERAPEUTICS, INC.
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(Exact name of registrant as specified in its charter)
Colorado 000-30489 84-1097796
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
6400 South Fiddler's Green Circle, Englewood, CO 80111
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(New address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (720) 488-1711
YAAK RIVER RESOURCES, 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 (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)) Section 1 - Registrant's Business
and Operations
Item 1.01 Entry into a Material Definitive Agreement
None
Item 1.02 Termination of a Material Definitive Agreement
None
Item 1.03 Bankruptcy or Receivership
None
Section 2 - Financial Information
Item 2.01 Completion of Acquisition or Disposition of Assets
None
Item 2.02 Results of Operations and Financial Condition
None
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant
None
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation Under and Off-Balance Sheet Arrangement
None
Item 2.05 Costs Associated with Exit or Disposal Activities
None
Item 2.06 Material Impairments
None
Section 3 - Securities Trading Markets
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
None
Item 3.02 - Unregistered Sales of Equity Securities
During the period from October 26, 2004, the date of the reorganization,
through February 21, 2005, Lifeline Therapeutics has received $2,545,000 in
bridge loan financing from accredited investors. With the bridge loan financing,
the accredited investors will be issued a number of warrants to purchase shares
of Lifeline restricted common stock equal to the principal amount of their loan
divided by $2.00. The warrants will be exercisable for three years from the
closing of the private placement at a price of $2.00 per share. The bridge loan
holders will be afforded the opportunity, in lieu of repayment, of exchanging
their notes and accrued interest, at $2.00 per share of common share, into a
proposed private placement which is expected to consist of Units of common stock
(at $2.00 per share) and warrants exercisable for three years at $2.50 per
share.
The notes and warrants to be issued under bridge loan financing have not
been and will not be registered under the Securities Act of 1933 (the "Act") or
under the securities laws of any state. The notes and warrants will be
"restricted securities" as defined in Rule 144 under the Act. These securities
were offered pursuant to an exemption from registration provided by Sections
4(2) and 4(6) of the Act and Regulation D thereunder, and may not be reoffered
or sold in the United States absent registration or an applicable exemption from
the registration requirements. Lifeline has agreed to include the shares
issuable upon conversion of the bridge notes and upon exercise of the warrants
in a registration statement.
Lifeline has used the proceeds for working capital and to make payments to
the Chemins Company for the manufacture of the Company's products.
Item 3.03 Material Modification to Rights of Security Holders
None
Section 4 - Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant's Certifying Accountants
None
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review
None.
Section 5 - Corporate Governance and Management
Item 5.01 Changes in Control of Registrant
None
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
On February 14, 2005, the Board of Directors appointed Javier Baz as a
member of the Board of Directors. Mr. Baz has held several executive positions
with the Trust Company of the West, Los Angeles, California, most recently as
Group Head and CIO - Private Client Services. Mr. Baz also founded, owned and
operated Condor Securities, a broker dealer and asset management firm with over
$300 million under management. Mr. Baz previously held positions with Merrill
Lynch as Managing Director, First Boston International, McKinsey & Co. and
Citibank NA. Mr. Baz holds an undergraduate degree from the Wharton School of
the University of Pennsylvania and an MBA from the Kellogg School, Northwestern
University.
On February 21, 2005, Chris Micklatcher resigned as a director of Lifeline
Therapeutics, Inc., its subsidiary Lifeline Nutraceuticals Corporation, and from
all other positions he held in those corporations. Mr. Micklatcher expressly
stated that there was no disagreement between him and either Lifeline
Therapeutics, Inc. or Lifeline Nutraceuticals Corporation or its management on
any matter relating to the operations of either corporation, their policies, or
practices.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
None
Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit
Plans
None
Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provi-
sion of the Code of Ethics.
None
Section 6 - [Reserved]
Section 7 - Reulation FD
Item 7.01 Regulation FD Disclosure
On February 18, 2005, Lifeline Therapeutics, Inc. became aware that on or
about February 14, 2005, Vantage Point Investment Advisory, LLC published and
distributed to its subscribers a newsletter (vol. 4, no. 3, March 2005).
Lifeline Therapeutics, Inc. is hereby publicly alerting the marketplace that the
information contained in that newsletter should not be relied upon. The
marketplace should only rely on publicly filed and disclosed information from
Lifeline Therapeutics, Inc.
Section 8 - Other Events
Item 8.01 Other Events
On February 15, 2005, Lifeline Therapeutics, Inc. filed a Form 12b-25
announcing that it was not timely filing its quarterly report on Form 10-QSB for
the quarter ended December 31, 2004. Lifeline is continuing the work necessary
to file this report as soon as possible.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired.
(b) Pro Forma financial information.
(c) Exhibits
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.
Date: February 22, 2005
LIFELINE THERAPEUTICS, INC.
By: /s/ Daniel W. Streets
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Daniel W. Streets, CFO/Secretary