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 14,
2007
ARBIOS
SYSTEMS, INC.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
000-32603
(Commission
File Number)
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91-1955323
(I.R.S.
Employer Identification No.)
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1050
Winter Street, Suite 1000
Waltham,
Massachusetts
(Address
of Principal Executive Offices)
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02451
(Zip
Code)
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(781)
839-7293
(Registrant’s
Telephone Number, Including Area Code)
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):
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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ITEM
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
September 14, 2007, Arbios Systems, Inc. (the “Company”) entered into a Supply
Agreement (the “Supply Agreement”) with Membrana GmbH, a company organized under
the laws of Germany (“Membrana”), for the provision of membranes for use in the
Company’s SEPET™ therapeutic blood filtration products for the treatment of
liver failure and sepsis. The Supply Agreement provides that following the
first
commercial sale of the Company’s product that contains Membrana membranes,
Membrana will be the Company’s exclusive supplier of certain identified
membranes for use in products covered within a claim of an issued U.S. patent
that is owned by or licensed exclusively to Arbios for the treatment of liver
failure or sepsis anywhere in the world. In addition, the agreement provides
that following the first commercial sale of the Company’s product that contains
Membrana membranes, Membrana shall not supply certain identified membranes
for
use in products covered within a claim of an issued U.S. patent that is owned
by
or licensed exclusively to Arbios for the treatment of liver failure or sepsis
anywhere in the world to any third party that will incorporate such membranes
into a product whose composition, method of manufacture or method of use falls
within a claim of an issued U.S. patent that is owned by or licensed exclusively
to Arbios. Such exclusivity may last for up to five years based upon the
fulfillment of certain minimum purchase thresholds by the Company. The agreement
also provides for pre-established per-unit pricing of Membrana membranes,
including progressive quantity discounts.
The
Supply Agreement will terminate following the six-year anniversary of the date
of the first commercial sale of the Company’s product that contains Membrana
membranes. The Supply Agreement may be terminated by either party upon ninety
days notice in the event of a material breach by the other party that remains
uncured for ninety days, or upon sixty days notice if the other party becomes
insolvent or becomes the subject of any voluntary or involuntary proceeding
in
bankruptcy, liquidation, dissolution, receivership, or general assignment for
the benefit of creditors that is not dismissed within sixty days. In addition,
upon sixty days notice, the Company may terminate the Supply Agreement or
terminate the exclusivity of the Supply Agreement, upon Membrana’s failure to
meet certain delivery requirements.
A
copy of
the press release announcing the entry into the Supply Agreement is attached
to
this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by
reference.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d)
Exhibits.
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Exhibit No.
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Exhibit
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99.1
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Press
Release dated September 20, 2007
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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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ARBIOS
SYSTEMS, INC.
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Date:
September 20, 2007
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By:
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/s/ SHAWN
P. CAIN
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Walt
SShawn P. Cain, Interim President and Chief Executive Officer
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EXHIBIT
INDEX
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Exhibit No.
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Exhibit
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99.1
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Press
Release dated September 20, 2007
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