UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 28, 2006
Lifeline Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
| Colorado | 000-30489 | 84-1097796 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
6400 South Fiddler’s Green Circle, Suite 1970, Englewood, CO 80111
(Address of principal executive offices) (Zip Code)
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (720) 488-1711
(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):
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))
Item 5.02
On February 28, 2006, Dr. Joe M. McCord was appointed to the Board of Directors of Lifeline
Therapeutics, Inc. (the “Company”). Dr. McCord is currently the Company’s Director of Science. He
previously directed a human study concerning the Company’s Protandim® product. Dr.
McCord also serves as Professor of Medicine, Biochemistry, and Microbiology at the University of
Colorado at Denver and Health Sciences Center (UCDHSC). Dr. McCord received a lifetime achievement
award from the Oxygen Society for outstanding contributions to the field of free radical biology
and medicine in 1997. He is Honorary President of the International Society of Antioxidants in
Nutrition and Health (ISANH).
Dr. McCord receives a $100,000 annual salary for his employment as the Company’s Director of
Science.
On May 29, 2004, Dr. McCord acquired 200 shares of Lifeline Nutraceuticals Corporation’s
common stock for a purchase price of $200. On September 1, 2004, Dr. McCord acquired 2,200,000
shares of Lifeline Nutraceuticals Corporation’s common stock for a purchase price of $2,200. On
October 26, 2004, when the Company acquired 81% of Lifeline Nutraceuticals Corporation’s
outstanding common stock, Dr. McCord’s shares of common stock in Lifeline Nutraceuticals
Corporation were exchanged for 1,928,160 shares of the Company’s common stock.
Item 7.01 Regulation FD Disclosure
On March 1, 2006, the Company issued a press release entitled “Dr. Joe M. McCord Joins
Lifeline Therapeutics, Inc. Board of Directors.” The press release is attached hereto as Exhibit
99.1.
Item 9.01 Exhibits
99.1 Press Release dated March 1, 2006, entitled “Dr. Joe M. McCord Joins Lifeline
Therapeutics, Inc. Board of Directors.”
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: March 3, 2006
| LIFELINE THERAPEUTICS, INC. |
||||
| By: | /s/ Gerald J. Houston | |||
| Gerald J. Houston | ||||
| Chief Financial Officer | ||||
EXHIBIT INDEX
| Exhibit 99.1 | Description | |
99.1
|
Press Release dated March 1, 2006, entitled “Dr. Joe M. McCord Joins Lifeline Therapeutics, Inc. Board of Directors.” |
Exhibit 99.1
| FOR IMMEDIATE RELEASE March 1, 2006 |
NEWS OTCBB: LFLT |
DR. JOE M. McCORD JOINS LIFELINE THERAPEUTICS, INC.
BOARD OF DIRECTORS
BOARD OF DIRECTORS
DENVER, Colorado — Lifeline Therapeutics, Inc. (OTCBB: LFLT), maker of Protandim®,
today announced that Dr. Joe McCord has been named to its Board of Directors. Dr. McCord is the
Company’s Director of Science and has been instrumental in research studies of the Company’s
product, Protandim®.
“Having Dr. McCord join the Company’s Board of Directors is a testament to Dr. McCord’s dedication
to the science of oxidative stress, as well as to Lifeline’s commitment to evidence based
products”, said Stephen K. Onody, Chief Executive Officer.
Dr. McCord and Dr. Irwin Fridovich discovered superoxide dismutase (SOD) in 1969. For this work,
Drs. McCord and Fridovich received the Elliot Cresson Medal of the Franklin Institute. Previous
recipients of the award, founded in 1848, include Alexander Graham Bell, Orville Wright, Henry
Ford, Wernher von Braun, Pierre and Marie Curie, and Andrei Sakharov. Dr. McCord currently serves
as Professor of Medicine, Biochemistry, and Microbiology at the University of Colorado at Denver
and Health Sciences Center (UCDHSC). Dr. McCord received a lifetime achievement award from the
Oxygen Society for outstanding contributions to the field of free radical biology and medicine in
1997. He is Honorary President of the International Society of Antioxidants in Nutrition and
Health (ISANH). He chaired the Third International Conference on Superoxide Dismutases: Recent
Advances and Clinical Applications, held at the Institut Pasteur in Paris in 2004, as well as
earlier conferences in the series. Dr. McCord has published articles in many scientific journals,
including the New England Journal of Medicine. As a co-discoverer of SOD and author of numerous
studies and articles on SOD, Dr. McCord is a highly regarded expert in the field.
About Lifeline Therapeutics
Lifeline Therapeutics, Inc. markets Protandim®, a patent-pending dietary supplement that
increases the body’s natural antioxidant protection. Lifeline Therapeutics is committed to helping
people achieve health and wellness for life. For more information, please visit the
Protandim® product website at http://www.protandim.com.
Oxidative stress (cell damage caused by free radicals) occurs as a person ages or is subjected to
stresses such as certain illnesses. TBARS are harmful, reactive substances that indicate the level
of oxidative stress in the body. New data from a scientific study in men and women show that after
30 days of taking Protandim®, the level of circulating TBARS decreased an average of 40
percent, and the age-related increase in TBARS was eliminated. Protandim® strengthens a
person’s defenses against oxidative stress by increasing the body’s natural activity of antioxidant
enzymes.
Except for historical information contained herein, this document contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995 and
applicable common law. These statements involve known and unknown risks and uncertainties that may
cause the Company’s actual results or outcomes to be materially different from those anticipated
and discussed herein. Further, the Company operates in industries where securities values may be
volatile and may be influenced by regulatory and other factors beyond the Company’s control. Other
important factors that the Company believes might cause such differences include the Company’s limited cash flow and the rapid
development of technology, lack of liquidity for the Company’s common stock, working capital
shortages, the length of time for scientific advances to reach the market (if they ever reach the
market), among other risks. In assessing forward-looking statements contained herein, readers are
urged to carefully read all cautionary statements contained in the Company’s filings with the
Securities and Exchange Commission.
CONTACT:
Lifeline Therapeutics Inc |
||||
Stephen K. Onody, CEO
|
Telephone: | 720-488-1711 | ||
Gerald J. Houston, CFO
|
Fax: | 303-565-8700 |