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): October 17, 2006
NuWay
Medical, Inc.
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(Exact
name of registrant as specified in its charter)
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Delaware
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000-19709
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65-0159115
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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2603
Main
Street, Suite 1150, Irvine, CA 92614
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(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code: (949) 235-8062
Not
Applicable
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(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 (17CFR 240.14d-2(b))
o
Pre-commencement communications pursuant
to Rule 13e-4(c) under the
Exchange
Act (17CFR 240.13e-4(c))
Item
1.02. Termination of a Material Definitive Agreement.
On
December 31, 2005, NuWay Medical, Inc., a Delaware corporation (the "Company")
executed a Marketing and Licensing Agreement ("M&L Agreement") with IOWC
Technologies, Inc., a federally registered Canadian corporation ("IOWC"), and
Kenneth Reay Code, ("Code"), an individual (collectively referred to as
"BioLargo"). Pursuant to the M&L Agreement the Company, through its
wholly-owned subsidiary BioLargo Life Technologies, Inc., a California
corporation ("BLTI"), acquired certain rights ("Rights") from BioLargo to
develop, market, sell and distribute products that were developed, and are
in
development, by BioLargo.
In
connection with the M&L Agreement, BioLargo assigned to BLTI its rights and
obligations pursuant to a license agreement dated October 15, 2004 with
BioLargo, LLC (the “License Agreement”). BioLargo, LLC is not an affiliate of
BioLargo or the Company. On October 17, 2006 the Company, through BLTI, notified
BioLargo LLC in writing that the Company has elected to terminate the License
Agreement due to BioLargo LLC’s breaches thereof.
The
Company does not believe that the termination of the License Agreement will
have
a material adverse effect on its business or prospects.
Item
3.02. Material Modification to the Rights of Security
Holders.
On
October 18, 2006, the Company and Augustine II, LLC, a Delaware limited
liability company (“Augustine”), entered into a further amendment to their term
loan agreement dated as of June 10, 2003, as amended, pursuant to which the
parties have agreed to further extend to May 1, 2007 the maturity date of the
Company’s convertible term note in the principal amount of $420,000, issued in
favor of Augustine.
Item
8.01. Other Events.
On
September 7, 2006, Code, as inventor, and BLTI, as assignee, filed two patent
applications with the US Patent and Trademark Office (the “USPTO”). A
third patent application was filed on October 11, 2006 by and for the same
parties.
The
first application relates to the remediation and improvement of land mass that
has been contaminated with microbes such as bacteria, viruses, rickittsiae
and
fungi. The technology relates to the treatment of ground such as soil and sand
with chemicals acting as antimicrobial agents.
The
second application relates to the field of antimicrobial protection,
particularly antimicrobial activity in close proximity to the bodies of
patients, and more particularly in removable materials placed into contact
with
the bodies of patients.
The
third application relates to the field of antimicrobial protection, particularly
antimicrobial activity in close proximity to environments that need to be
protected from or cleansed of microbial or chemical material that might be
of
concern. These include closed and open environments
There
can
be no assurance that any of these patent applications will be granted by the
USPTO. Furthermore, the consummation of the assignment of these patent
applications to BLTI is subject to the satisfaction of certain conditions,
including the
approval of certain matters by the Company’s shareholders at the next meeting of
shareholders, currently expected to occur in December 2006.
On
October 3, 2006, the Company's only holder of preferred stock converted its
399,322 shares of the Company's Class A convertible preferred stock into 399,322
shares of common stock. As a result of this conversion, the Company does not
currently have any preferred stock outstanding.
Item
9.01 Financial
Statements and Exhibits
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10.1
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Amendment
No. 3 to Term Loan Agreement
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10.2
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Third
Amended and Restated Convertible Term
Note
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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.
Date:
October 19, 2006 NUWAY
MEDICAL, INC.
By: /s/ Dennis Calvert
Dennis Calvert
Chief Executive Officer