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):      September 1, 2015 (August 31, 2015)

  

Mount TAM Biotechnologies, Inc.
(Exact name of registrant as specified in its charter)

 

  Nevada     333-192060 45-3797537

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

8001 Redwood Boulevard

Novato, California

 

94925

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code     (415) 209-2000

 

 
(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))

 

 

 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws

 

Effective on August 31, 2015, the registrant changed its name from TabacaleraYsidron, Inc. (the “Company”) to Mount TAM Biotechnologies, Inc.  The name change was effected through a parent/subsidiary short-form merger of Mount TAM Biotechnologies, Inc., our wholly-owned Nevada subsidiary which we formed solely for the purpose of the name change, with and into the Company, with the Company as the surviving corporation.  To effectuate the merger, the Company filed its Articles of Merger with the Secretary of State of the State of Nevada and the merger became effective on August 31, 2015.   The Company’s board of directors approved the merger which resulted in the name change on August 19, 2015.  In accordance with Section 92A.180 of the Nevada Revised Statutes , shareholder approval of the merger was not required.  On the effective date of the merger, the Company’s name was changed to “Mount TAM Biotechnologies, Inc.” and the Company’s Articles of Incorporation were amended to reflect this name change. Copies of the filed Articles of Merger and the Agreement and Plan of Merger for the name change are being filed herewith as exhibits.  With the exception of the name change, there were no changes to the Company’s Articles of Incorporation or Bylaws. There will be no mandatory exchange of stock certificates. Following the name change, the stock certificates which reflect our prior corporate name will continue to be valid. Certificates reflecting the new corporate name will be issued in due course as old stock certificates are tendered for exchange or transfer to our transfer agent.

 

Item 7.01 Regulation FD Disclosure

 

On August 31, 2015, the Company issued a press release announcing the name and ticker change, a copy of which is attached hereto as Exhibit 99.1. The information furnished in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

 

Item 8.01 Other Events

 

The Company’s name change to Mount TAM Biotechnologies, Inc. became effective on FINRA’s Over-the-Counter Bulletin Board at the open of business on August 31, 2015 under the new stock ticker symbol “MNTM”.  The Company’s new CUSIP number is 623258100.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description  
2.1   Agreement and Plan of Merger  
3.1   Articles of Merger as filed with the Secretary of State of the State of Nevada (effective on August 31, 2015)  
99.1   Press Release dated August 31, 2015  

  

    2  

 

 

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: September 1, 2015

MOUNT TAM BIOTECHNOLOGIES, INC.

(Registrant)

 
       
  By: /s/ David R. Wells  
    David R. Wells  
    Interim Chief Financial Officer  

 

 

    3  

 

 

 Exhibit 2.1

 

AGREEMENT AND PLAN OF MERGER

 

This AGREEMENT AND PLAN OF MERGER, dated as of August 19, 2015, is entered into by and between TabacaleraYsidron, Inc., a Nevada corporation (" Parent" or "Surviving Corporation ") and Mount TAM Biotechnologies, Inc., a Nevada corporation (" Mount Tam ").

 

RECITALS

 

A. Mount Tam is a wholly-owned subsidiary of the Parent;

 

B. The boards of directors of Parent and deem it advisable and in the best interests of their respective companies and shareholders that Mount Tam be merged with and into Parent, with Parent remaining as the surviving corporation under the name “Mount Tam Biotechnologies, Inc.”

 

C. The board of directors of Mount Tam has approved the plan of merger embodied in this Agreement; and

 

D. The board of directors of Parent has approved the plan of merger embodied in this Agreement.

 

AGREEMENT

 

In consideration of the mutual agreements and covenants set forth herein, the parties hereto do hereby agree to merge on the terms and conditions herein provided, as follows:

 

1. THE MERGER

 

1.1 The Merger .  Upon the terms and subject to the conditions hereof, on the Effective Date (as hereinafter defined), Mount Tam shall be merged with and into the Parent in accordance with the applicable laws of the State of Nevada (the “ Merger ”).  The separate existence of Mount Tam shall cease, and Parent shall be the surviving corporation under the name “Mount TAM Biotechnologies, Inc.” and shall be governed by the laws of the State of Nevada.

 

1.2 The Effective Date .  The Merger shall become effective on the date and at the time (the “ Effective Date ”) that:

 

(a) the Articles of Merger, pursuant to NRS 92A.200 (the “ Articles of Merger ”) in substantially the form previously circulated among the Board of Directors of the Parent and Mount Tam that the parties hereto intend to deliver to the Secretary of State of the State of Nevada, are accepted and declared effective by the Secretary of State of the State of Nevada; and

 

(b) after satisfaction of the requirements of the laws of the State of Nevada.

 

1.3 Articles of Incorporation .  On the Effective Date, the Articles of Incorporation of the Surviving Corporation, as amended and, in effect immediately prior to the Effective Date, shall continue in full force and effect as the Articles of Incorporation of the Surviving Corporation except that Article 1 of the Articles of Incorporation of the Parent, as the Surviving Corporation, shall be amended to state that the name of the corporation is “Mount TAM Biotechnologies, Inc.”

 

 

 

 

1.4 Bylaws .  On the Effective Date, the Bylaws of Parent, as in effect immediately prior to the Effective Date, shall continue in full force and effect as the bylaws of the Surviving Corporation.

 

1.5 Directors and Officers .  The directors and officers of the Parent immediately prior to the Effective Date shall be the directors and officers of the Surviving Corporation, until their successors shall have been duly elected and qualified or until otherwise provided by law, the Articles of Incorporation of the Surviving Corporation or the Bylaws of the Surviving Corporation.

 

2. CONVERSION OF SHARES

 

2.1 Common Stock of Parent .  Upon the Effective Date, each share of Parent's common stock, par value of $0.0001 per share, issued and outstanding immediately prior to the Effective Date shall remain unchanged in the hands of the holder thereof as an issued and outstanding share of the Surviving Corporation’s common stock, par value $0.0001 per share (“ Survivor Stock ”).

 

2.2 Common Stock of Mount Tam .  Upon the Effective Date, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock of Mount Tam, par value of $0.0001 per share, issued and outstanding immediately prior to the Effective Date shall be cancelled.

 

2.3 Exchange of Certificates .  Each person who becomes entitled to receive any Survivor Stock by virtue of the Merger shall be entitled to receive from the Surviving Corporation a certificate or certificates representing the number of Survivor Stock to which such person is entitled as provided herein.

 

3. EFFECT OF THE MERGER

 

3.1 Rights, Privileges, Etc .  On the Effective Date of the Merger, the Surviving Corporation, without further act, deed or other transfer, shall retain or succeed to, as the case may be, and possess and be vested with all the rights, privileges, immunities, powers, franchises and authority, of a public as well as of a private nature, of Parent and Mount Tam; all property of every description and every interest therein, and all debts and other obligations of or belonging to or due to each of Parent and Mount Tam on whatever account shall thereafter be taken and deemed to be held by or transferred to, as the case may be, or invested in the Surviving Corporation without further act or deed; title to any real estate, or any interest therein vested in Parent or Mount Tam, shall not revert or in any way be impaired by reason of this merger; and all of the rights of creditors of Parent and Mount Tam shall be preserved unimpaired, and all liens upon the property of Parent or Mount Tam shall be preserved unimpaired, and all debts, liabilities, obligations and duties of the respective corporations shall thenceforth remain with or be attached to, as the case may be, the Surviving Corporation and may be enforced against it to the same extent as if all of said debts, liabilities, obligations and duties had been incurred or contracted by it.

 

    2  

 

 

3.2 Further Assurances .  From time to time, as and when required by the Surviving Corporation or by its successors and assigns, there shall be executed and delivered on behalf of Mount Tam such deeds and other instruments, and there shall be taken or caused to be taken by it such further other action, as shall be appropriate or necessary in order to vest or perfect in or to confirm of record or otherwise in the Surviving Corporation the title to and possession of all the property, interest, assets, rights, privileges, immunities, powers, franchises and authority of Mount Tam and otherwise to carry out the purposes of this Agreement, and the officers and directors of the Surviving Corporation are fully authorized in the name and on behalf of Mount Tam or otherwise to take any and all such action and to execute and deliver any and all such deeds and other instruments.

 

4. GENERAL

 

4.1 Abandonment .  This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, by mutual written agreement of Parent and Mount Tam.

 

4.2 Amendment .  At any time prior to the Effective Date, this Agreement may be amended or modified in writing by the board of directors of both Parent and Mount Tam.

 

4.3 Governing Law .  This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada.

 

4.4 Counterparts .  In order to facilitate the filing and recording of this Agreement, the same may be executed in any number of counterparts, each of which shall be deemed to be an original.

 

4.5 Electronic Means .  Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date hereof.

 

[ Remainder of page left blank intentionally. Signatures follow. ]

 

    3  

 

 

IN WITNESS WHEREOF, the parties hereto have entered into and signed this Agreement as of the date set forth above.

 

 

TABACALERAYSIDRON, INC.,  
a Nevada corporation  
     
     
By:    /s/ Timothy Powers
Name: Timothy Powers  
Title: Chief Executive Officer  
     
     
MOUNT TAM BIOTECHNOLOGIES, INC.,  
a Nevada corporation  
     
     
By: /s/ David R. Wells  
Name: David R. Wells  
Title: Chief Executive Officer and President  

 

    4  

 

Exhibit 3.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 99.1

 

Mount Tam Biotechnologies to be Traded Under the Symbol OTCBB:MNTM

 

NOVATO, Calif., Aug. 31, 2015 (GLOBE NEWSWIRE) -- Mount Tam Biotechnologies, Inc. ("Mount Tam") announced that as of today, August 31, 2015, it has completed its corporate name change following its conversion agreement with TabacaleraYsidron, Inc. ("Tabacalera") (OTCBB: TQBY), a Nevada corporation, pursuant to which the company is now known as Mount Tam Biotechnologies and will be traded under the ticker symbol "(OTCBB:MNTM)."

 

"Now that the company has completed the FINRA requirements to be publicly traded and we now utilize the symbol, MNTM, we look forward to communicating with investors about our research and product development to bring a potential solution to the millions of people who suffer with Lupus," said Timothy Powers, Ph.D., CEO of Mount Tam. "We believe that the company will provide new scientific solutions while driving shareholder value."

 

Licensed from The Buck Institute for Aging, the Company's first investigational compound, TAM-01, is a novel mTOR inhibitor, which has been optimized for the treatment of systemic lupus erythematosus (SLE), the most common form of Lupus. This is the first molecule utilizing the Company's unique mechanism for mTOR inhibition, and the Company is currently investigating additional applications for the platform.

 

TAM-01 has shown to be efficacious in preclinical animal models of SLE, while potentially significantly reducing or abolishing the undesirable side effects of other mTOR inhibitors like rapamycin. The Company is currently preparing to conduct investigational new drug ("IND") or IND-enabling safety studies on TAM-01, with the intention of filing an IND application shortly.

 

About Mount Tam Biotechnologies, Inc.

 

Formed on World Lupus Day 2014, Mount Tam Biotechnologies, Inc. was established to develop, optimize and bring to market leading medical compounds to better the health and well being of millions of people who have been affected by autoimmune diseases. The organization's most advanced product focuses on the treatment of systemic lupus erythematosus (SLE). 

 

For more information visit www.MountTamBiotech.com

 

About Systemic Lupus Erythematosus (SLE)

 

Lupus is a chronic autoimmune disease involving many systems in the human body. The biologic basis of the disease is a defect in the body's own immune system, leading to the over production of autoantibodies that attack normal organs and tissues and causing irreversible damage. This results in symptoms such as inflammation, swelling, and damage to joints and almost every major organ in the body, including the heart, kidneys, skin, lungs, and brain. According to the Lupus Foundation of America, 1.5 million Americans have the disease with more than 16,000 new cases diagnosed each year. The majority of patients are women of childbearing years.

 

 

 

 

This press release may contain "forward-looking" information within the meaning of the Private Securities Litigation Reform Act of 1995.  In accordance with the safe harbor provisions of this Act, statements contained herein that look forward in time that include everything other than historical information, involve risks and uncertainties that may affect the Company's actual results.  There can be no assurance that such statements will prove to be accurate and there are a number of important factors that could cause actual results to differ materially from those expressed in any forward-looking statements made by the Company, including, but not limited to, plans and objectives of management for future operations or products, the market acceptance or future success of our products, and our future financial performance.  The Company cautions that these forward-looking statements are further qualified by other factors including, but not limited to, those set forth in its most recent filings with the U S. Securities and Exchange Commission (available at http://www.sec.gov). The Company undertakes no obligation to publicly update or revise any statements in this release, whether as a result of new information, future events, or otherwise.

 

Investor and Media Contact:

 

Jules Abraham

JQA Partners, Inc.

917-885-7378

jabraham@jqapartners.com