UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM 10-K
________________________________
ý ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the year ended December 31, 2014
Commission file number: 0-19041
AMERICAN
BIOGENETIC SCIENCES, INC.
(Exact Name Of Registrant
As Specified In Its Charter)
| Delaware | 11-2655906 |
| (State of Incorporation) | (I.R.S. Employer Identification No.) |
| 79 East Putnam Ave, Grennwich, CT | 06830 |
| (Address of Principal Executive Offices) | (ZIP Code) |
Registrant's Telephone Number, Including Area Code: (203) 297-6100
Securities Registered Pursuant to Section 12(g) of The Act: Common Stock, $0.001
Indicate by check
mark whether the registrant (1) has filed all reports required to be filed by Section 13
or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best of the
registrant's knowledge, in the definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
On June 30, 2014, the aggregate market value of the 328,740 shares of common stock held by non-affiliates of the registrant was approximately $51,958 based on the asked price of the Registrants common stock on June 30, 2014. On April 6, 2015, the Registrant had 1,088,740 shares of common stock outstanding.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act) or a smaller reporting company.
| Large accelerated filer ¨ | Accelerated filer ¨ | Non-Accelerated filer ¨ | Smaller reporting company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨
TABLE OF CONTENTS
| Item ____ |
Description _________ | Page ____ |
|---|---|---|
PART I | ||
| ITEM 1. | DESCRIPTION OF BUSINESS | 3 |
| ITEM 1A. | RISK FACTORS RELATED TO OUR BUSINESS | 6 |
| ITEM 1B. | UNRESOLVED STAFF COMMENTS | 11 |
| ITEM 2. | DESCRIPTION OF PROPERTY | 11 |
| ITEM 3. | LEGAL PROCEEDINGS | 11 |
| ITEM 4. | MINE SAFETY DISCLOSURES | 11 |
PART II | ||
| ITEM 5. | MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS | 12 |
| ITEM 6. | SELECTED FINANCIAL DATA | 12 |
| ITEM 7. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND PLAN OF OPERATION | 12 |
| ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK | 13 |
| ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | 15 |
| ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | 22 |
| ITEM 9A. | CONTROLS AND PROCEDURES | 22 |
| ITEM 9B. | OTHER INFORMATION | 23 |
PART III | ||
| ITEM 10. | DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT AND CORPORATE GOVERNANCE | 24 |
| ITEM 11. | EXECUTIVE COMPENSATION | 24 |
| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS | 24 |
| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE | 24 |
| ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES | 24 |
| ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES | 25 |
Cautionary Statement regarding Forward-Looking Statements
This Annual Report on Form 10-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Registrant has based these forward-looking statements on its current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about the Registrant that may cause its actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "could," "would," "expect," "plan," "anticipate," "believe," "estimate," "continue," or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in this Annual Report on Form 10-K and in the Registrant's other Securities and Exchange Commission filings.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Back to Table of ContentsIntroduction
American Biogenetic Sciences, Inc., a Delaware corporation, is sometimes referred to herein as "we", "us", "our", "Company" and the "Registrant". The Registrant was formed in 1983 for the purpose of researching, developing and marketing cardiovascular and neurobiology products for commercial development and distributing vaccines. The Registrant's products were designed for in vitro and in vivo diagnostic procedures and therapeutic drugs, and its products had been identified for use in the treatment of epilepsy, migraine and mania, neurodegenerative diseases, coronary artery diseases and cancer. The Registrant commenced selling its products during the last quarter of 1997 but did not generate any sufficient revenues from operations to fund its operating expenses.
On September 19, 2002, the Registrant filed a petition under the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Eastern District of New York. On November 4, 2005, the Bankruptcy Court approved an order authorizing a change in control and provided that the Company, subsequent to the bankruptcy proceeding, is free and clear of all liens, claims and other obligations.
On August 13, 2010, the Registrant's sole officer/director, who was also the principal shareholder, transferred and assigned his controlling stock position to an unrelated third party but remained as the Registrant's sole officer and director. On December 31, 2013, the convertible note to our sole officer/director was formally assigned to our controlling shareholder. See Note 5 to the Notes to the Financial Statements.
Business Objectives of the Registrant
The Registrant has no present operations and has determined to direct its efforts and limited resources to pursue and effect a business combination.
Current trends