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 19,   2016
____________________
 
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)
(425) 214-4079
(Registrant's telephone number, including area code)
Not applicable
(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))

Item 1.01 Entry into a Material Definitive Agreement.
 
Item 8.01 Other Events.

On June 19, 2016, Mount Tam Biotechnologies, Inc. (the "Company"), entered into an amendment (the "Amendment") to the Research Collaboration and License Agreement (the "License Agreement") between the Company and The Buck Institute for Research on Aging ("The Buck Institute").

By way of background, and as previously disclosed in the Company's public filings, the Company previously entered into a Research Collaboration and License Agreement (the "Buck Institute License Agreement") with the Buck Institute, which establishes a joint research effort led by Buck Institute to identify and develop compounds from two specific chemical chemotypes identified therein. The Company agreed to provide certain funding for Buck Institute's research efforts performed under the Buck Institute License Agreement. Under the terms of the Buck Institute License Agreement, Buck Institute assigned exclusive, worldwide rights to develop, manufacture and commercialize pharmaceutical products that incorporate a compound from one of two chemical compounds, identified therein, and exclusive rights to practice the drug discovery platform technology as necessary to research, develop and commercialize such pharmaceutical products. (Additional information about the Buck Institute License Agreement, together with prior amendments thereto, may be found in the Company's public filings, including the Company's Annual Report on Form 10-K for the year ended December 31, 2015.)

Pursuant to this Amendment, the Research Collaboration Term of the License Agreement is tolled until the Company can achieve a Qualified Financing (defined as any financing occurring after the date of the Amendment which results in gross proceeds to the Company of at least $2,000,000). Once a Qualified Financing has been achieved, the research collaboration efforts will resume, and will continue for a period of twenty-one months (the "Extended Research Collaboration Term"). The Company and The Buck Institute agreed to work together to determine a new research plan, specifying the research and development activities of both parties during the Extended Research Collaboration Term.

Additionally, pursuant to the Amendment, the parties agreed to settle past research funding amounts owed by the Company to The Buck Institute. The Company agreed to pay $40,000 within ten days of the execution of the Amendment, and The Buck Institute agreed that once this amount is paid, the Company will be deemed to be in full compliance with the terms of the License Agreement, including its payment obligations.  In addition to the $40,000 payment, the Company has recently paid to The Buck Institute approximately $11,000 in connection with costs incurred to further the Company's intellectual property position under the License Agreement.

Moreover, the parties agreed that the field of use covered by the License Agreement would be expanded, with the new definition being "the treatment, diagnosis or prevention of any and all conditions or diseases including, without limitation, systemic lupus erythematous and multiple sclerosis for human and/or veterinary use." (Under the original License Agreement, the Company's field of use had been restricted to autoimmune disorders.)

The foregoing summary of the terms and conditions of the Amendment does not purport to be complete, and is qualified in its entirety by reference to the full text of the Amendment attached as an exhibit hereto.

On July 20, 2016, the Company issued a press release relating to the Amendment.  The Company's press release is included as an Exhibit to this Current Report pursuant to Item 8.01 Other Events. The press release shall not be deemed "filed" for purposes of Section 17 of the Securities Exchange Act of 1934 as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.                   Exhibit Description

99.1   Amendment No. 3 to Research Collaboration and License Agreement
99.2   Press Release dated July 7, 2016
 

SIGNATURE

 
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.

   
   
 
 
MOUNT TAM BIOTECHNOLOGIES, INC.
 
 
 
 
 
 
Date: July 21, 2016
By:
/s/ Richard Marshak
 
Name:
Dr. Richard Marshak
 
Title:
Chief Executive Officer
 
 
Exhibit 99.1
 
 
AMENDMENT NO. 3 TO RESEARCH COLLABORATION AND LICENSE AGREEMENT
THIS AMENDMENT NO. 3 TO THE RESEARCH COLLABORATION AND LICENSE AGREEMENT (herein referred to as " Amendment No. 3 ") is made and entered into as of July 19, 2016 (the " Effective Date "), by and between Mount Tam Biotechnologies, Inc."), a Nevada corporation, (herein referred to as " TAM "), and The Buck Institute for Research on Aging, an independent non-profit research organization organized under the laws of California   (" Buck "), each herein referred to individually as " Party " and collectively as " Parties ."
Whereas , the Parties entered into that certain Research Collaboration and License Agreement, effective as of August 17, 2014, as amended by that certain Amendment No. 1 dated as of March 19, 2015 and that certain Amendment No. 2 dated as of August 12, 2015 (the foregoing, as amended, supplemented or otherwise modified from time to time, collectively the " License Agreement ");
Whereas , capitalized terms used herein and not otherwise defined herein shall have the definition provided therefor in the License Agreement;
Whereas , pursuant to the terms and conditions of the License Agreement, during the Research Collaboration Term, TAM is required to pay the Research Funding Amount in eight (8) equal installments of $75,000 each;
Whereas , as of the date of this Amendment No. 3, TAM has paid Buck a total of $250,000 of the Research Funding Amount and is delinquent in the payment of $260,000 of the Research Funding Amount (the " Delinquent Amount ");
Whereas , the Parties desire to suspend, or toll, the Research Collaboration Term and to compromise and settle certain payment obligations arising under the License Agreement by amending certain terms thereof; and
Whereas , the Parties desire to further amend the License Agreement subject to the terms and conditions contained herein.
Now, Therefore , for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:
1.
Tolling of Research Collaboration .  Effective as of the Effective Date and continuing through the Company's achievement of a Qualified Financing (as defined below) (the " Tolling Period "), the Research Collaboration Term shall be tolled, and TAM's obligation to pay the Research Funding Amount shall also be tolled.  For purposes of this Amendment No. 3, " Qualified Financing " means any financing occurring after the Effective Date which results in gross proceeds to TAM, in one or a series of related transactions, of at least $2,000,000 (including the aggregate amount of any indebtedness converted into equity securities in such financing).
2.
Settlement of Past Research Funding Amounts .   As full and final settlement of the Delinquent Amount, and any claims which Buck may have against TAM regarding the Delinquent Amount or any other amounts owed by TAM to Buck under the License Agreement, TAM agrees to pay Buck the sum of forty thousand dollars ($40,000) within ten (10) days of the Effective Date (the " Compliance Payment ").  Upon TAM's payment of the Compliance Payment to Buck, TAM shall be deemed to be in full compliance with the terms and conditions of the License Agreement and current in all of its obligations to Buck, including without limitation TAM's obligation to make installment payments of the Research Funding Amount.
1
 
 
3. Extended Research Collaboration Period; Payment of New Research Funding Amounts .
A. Upon termination of the Tolling Period, the Research Collaboration Term shall re-commence and continue for a period of twenty-one (21) months (the " Extended Research Collaboration Period ").  At the commencement of the Extended Research Collaboration Period, the Parties shall meet together to discuss in good faith the scope of a revised Research Plan (the " New Research Plan ").  The New Research Plan shall be agreed upon by the Parties within sixty (60) days of the commencement of the Extended Research Collaboration Period and shall identify the specific research and development activities to be performed by each Party in connection with the Research Collaboration.
B. During the Extended Research Collaboration Period, TAM shall pay Buck for the conduct of the Research Collaboration (such amount, the " New Research Funding Amount ") in seven (7) equal installments of seventy-five thousand dollars ($75,000) each, with the first such installment being payable within ninety (90) business days from the commencement of the Extended Research Collaboration Period, and each subsequent installment shall be payable three (3) months after the date on which the prior installment was owed.  The New Research Funding Amount shall be used to facilitate and carry out the New Research Plan.
4. Amendment to Section 1.11 .  Section 1.11 of the License Agreement is hereby deleted in its entirety and replaced with the following:
1.11  "Field " means the treatment, diagnosis or prevention of any and all conditions or diseases including, without limitation, systemic lupus erythematous and multiple sclerosis for human and/or veterinary use.
5. Miscellaneous .
A. No other provision of the License Agreement shall be interpreted inconsistent with this Amendment No. 3.
B. This Amendment No. 3 shall inure to the benefit of and be binding upon the Parties hereto and their respective heirs, successors, trustees, transferees and assigns.
C. This Amendment No. 3 may be executed in any number of facsimile counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
 
2
IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby, have caused this Amendment No. 3 to be executed and delivered by their proper and duly authorized officers effective as of the day and year first above written.
Mount Tam Biotechnologies, Inc.
 
Buck Institute for Research on Aging
 
   
 
 
 
   
 
 
By:
  /s/ Richard B. Marshak  
By:
/s/ Remy Gross III
Printed Name:
  Richard B. Marshak  
Printed Name:
Remy Gross, III
Title:
 CEO  
Title:
Vice President, Business Development
 
 
3
Exhibit 99.2
 
Mount Tam Biotechnologies, Inc., Announces Amendment with The Buck Institute for Aging Executed Expanding Field of Use and Resolving Default

GlobeNewswire July 20, 2016

NOVATO, Calif., July 20, 2016 (GLOBE NEWSWIRE) -- Mount Tam Biotechnologies, Inc. ("Mount Tam") (OTC PINK:MNTM) has resolved a default condition pursuant to the License Agreement with The Buck Institute for Research on Aging ("the Buck"), executing an amendment with The Buck that modifies the License and Collaboration Agreement between these parties that cures this default and which fully extends the Field of Use for key assets licensed from the Buck.

As described in the Annual report on Form 10-K filed with the SEC on April 14, 2016, on October 12, 2015, The Buck Institute delivered to us a letter stating that we had not performed certain covenants set forth in The Buck Institute License Agreement, including certain payment obligations. To resolve the covenant challenges and to further strengthen Mount Tam's portfolio opportunities, Mount Tam and the Buck have entered into an Amendment to the License and Collaboration Agreement whereby Mount Tam has made total payments of $51,706 in exchange for extinguishing $326,796 in obligations to The Buck Institute. The Amendment states that with this payment all outstanding payments owed to the Buck have been settled.

This Agreement also temporarily halts the Research Collaboration until additional aggregate financing of $2MM is received by Mount Tam following the effective date of the Agreement.  Once this financing is achieved, the Research Collaboration will restart in full and continue for a period of 21 months with the potential for extension.

Another important aspect of this amendment is that it expands the field of use for Licensed Compounds to any and all conditions, human and veterinary.  Prior to this, Mount Tam's field had been restricted to autoimmune disorders.  Richard Marshak, Mount Tam CEO states, "This Agreement is a major step for us, helping to assure the successful continuation of our Research Collaboration with the Buck Institute and also expanding our field of use to all therapeutic applications.  We remain committed to the autoimmune space and we are excited to now have the opportunity to explore how our compounds might help meet unmet need across the wide range of disease states where mTOR modulators have potential application."

About Mount Tam Biotechnologies, Inc.

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).

Mount Tam has partnered with the world-renowned Buck Institute for Research on Aging through a worldwide exclusive licensing and collaboration agreement. The assets, which are focused on autoimmune diseases, are highly target-specific polyketides--a class of compounds with an extremely successful track record with the FDA drug approval process. The assets are supported by intellectual property consisting of over 45 worldwide issued patents and patent applications, including composition of matter, manufacturing and therapeutic area applications.

Mount Tam intends to apply its first and most advanced asset, TAM-01, to the Investigational New Drug (IND) application phase of the FDA. It has already completed non-GLP pre-clinical development. The primary focus is to develop TAM-01 for the treatment of systemic lupus erythematosus (SLE) in an expanding orphan drug market. Mount Tam will use the R&D conducted on TAM-01 as the core science for additional assets, including its second product known as TAM-02, which is currently focused on multiple sclerosis (MS).
For more information visit www.MountTamBiotech.com

Forward-Looking Statements:

The information disclosed in this press release is made as of the date hereof and reflects Mount Tam's most current assessment of its historical position and financial performance. Actual results may differ from those contained herein due factors outside of the control of Mount Tam. Additionally, this press release may contain certain forward-looking statements and information, as defined within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and is subject to the Safe Harbor created by those sections.

These forward-looking statements are not guarantees of future performance and are subject to uncertainties and other factors that could cause actual results to differ materially from those expressed in the forward-looking statements including, without limitation, the risks, uncertainties, including the uncertainties surrounding the current market volatility, and other factors Mount Tam identifies from time to time in its filings with the SEC. Forward-looking statements are identified by wording such as "scheduled (future sense)" "intend(s)", "plan(s)" "expect(s)", "believe(s)" "will" "estimate(s)", "anticipate(s)", "expect(s)", "may", "would", "could" or "should" or, in each case, the negative thereof, other variations thereon, or comparable terminology that implies anticipated future performance, timing of an IND application, or the results of any such application.  Although Mount Tam believes that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate and, as a result, the forward-looking statements based on those assumptions also could be incorrect. You should not place undue reliance on these forward-looking statements. The forward-looking statements contained in this release are made as of the date hereof, and Mount Tam disclaims any intention or obligation to update the forward-looking statements for subsequent events.


Contact:

Company Contact:
Jim Stapleton
Chief Financial Officer
jim@mounttambiotech.com
Phone: 425-214-4079