U.S. 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): August 21, 2006
ORTHODONTIX, INC.
(Exact Name of Registrant as Specified in its Charter)
Florida 000-27836 65-0643773
(State or other jurisdiction Commission (IRS Employer
of incorporation) File Number Identification No.)
1428 Brickell Avenue, Suite 105
Miami, Florida 33131
(Address of principal executive offices)
(305) 371-4112
(Registrant's Telephone Number)
Not Applicable
(Former name, former address and former fiscal year,
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 CRFR 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
On August 21, 2006, Orthodontix, Inc. ("Orthodontix" or the "Company")
entered into a definitive merger agreement (the "Agreement") with Protalix
Ltd., an Israeli biotechnology company ("Protalix"). Shareholders of the
Company will own approximately 0.84% of the merged companies, and Orthodontix
will change its name to Protalix Biotherapeutics, Inc. after the merger.
Orthodontix formed an Israeli subsidiary Protalix Acquisition Ltd. to
facilitate the merger, which is expected to occur in the fourth quarter of
2006. The merger is subject to customary covenants and several conditions,
including approval of the merger by the appropriate Israeli authorities.
The Company intends to apply for listing on the American Stock Exchange
immediately following the merger.
Pursuant to a share purchase agreement also dated August 21, 2006, the
majority shareholders of the Company, Dr. Phillip Frost and Glenn L. Halpryn,
are part of a small group of investors who are investing $15 million into
Protalix in exchange for 14% of the stock of Protalix and warrants to
purchase an additional 5% of the stock of Protalix for an additional $5
million.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 99.1 Press Release dated August 22, 2006.
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 thereunto duly authorized.
ORTHODONTIX, INC.
(Registrant)
Dated: August 23, 2006 By: /s/ Glenn L. Halpryn
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Glenn L. Halpryn
Chief Executive Officer
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EXHIBIT 99.1 Press Release
ORTHODONTIX AND PROTALIX ANNOUNCE MERGER AGREEMENT
Miami, Florida and Carmiel, Israel -- August 22, 2006 -- Orthodontix,
Inc. (OTIX:OTC.BB), a publicly-held company located in Miami, Florida, and
Protalix Ltd., an Israeli biotechnology company, announced today that they
entered into a definitive merger agreement on August 21, 2006. Under the
terms of the agreement, each ordinary share of Protalix will be converted
into approximately 594.5 shares of common stock of Orthodontix. The merger
is subject to customary covenants and several conditions, and is expected to
close in the fourth quarter of 2006. As a result of the merger, it is
expected that Orthodontix shareholders will receive approximately 0.84% of
Protalix on a fully diluted basis. Simultaneously with the execution of the
merger agreement, a small group of investors, including Dr. Phillip Frost and
Glenn Halpryn who own in the aggregate a majority of the outstanding common
stock of Orthodontix, agreed to invest $15 million in Protalix pursuant to a
stock purchase agreement, in exchange for ordinary shares representing
approximately 14% of Protalix on a fully-diluted basis. The investors will
also receive warrants to purchase an additional 5% of the ordinary shares of
Protalix. The stock purchase is expected to close within a month and is
not subject to completion of the merger.
"We are excited by the breadth of Protalix's unique plant cell culture
bioreactor platform, the quality of the management team and the prospects for
the company's products and technology, particularly its lead product for the
treatment of Gaucher Disease, which is progressing through the clinical
development process," stated Dr. Phillip Frost. "Based upon its unique
capabilities to manufacture safe and efficacious recombinant proteins for a
number of therapeutic areas, we expect that Protalix will establish itself
over the coming years as an innovative leader in this area."
Dr. David Aviezer, Protalix's CEO said: "We are privileged to have Dr.
Frost join us as a shareholder and board member. We believe that this
investment, made by a top- tier industry leader, provides important
recognition to Protalix's technology and vision. We are confident that
Protalix's Board of Directors will highly benefit from the knowledge and
experience brought by Drs. Frost and Hsiao".
Mr. Eli Hurvitz, Chairman of Protalix's Board of Directors said: "We are
very pleased with Dr. Frost joining Protalix's Board of Directors. This
investment is an important milestone in Protalix's pathway to becoming a true
international biotech player. We view this as an important sign of
confidence in Israeli biotechnology in general and in Protalix in particular.
We are looking forward to joining forces with Dr. Frost. "
Protalix has developed and patented a unique plant cell culture platform
and bioreactor system that provides an efficient, easily scaleable and cost-
effective system for the expression of human therapeutic proteins. The
company's lead program is the development of Glucocerebrosidase, as a
proprietary enzyme replacement therapy for the treatment of Gaucher Disease,
a genetic metabolic disorder. The drug is slated to begin Phase III clinical
trials this fall.
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In addition to enzymes, Protalix has produced several other classes of
biological molecules, including antibodies, hormones, peptide-based
veterinary vaccines, and beta interferon, demonstrating that the technology
can be extended to these types of therapeutics. Protalix intends to leverage
the unique benefits of its biotechnology platform to generate revenue by
providing large-scale protein and antibody production capacity to
pharmaceutical and biotechnology companies, thus providing a cost-effective
solution for an anticipated worldwide production capacity shortfall.
Protalix has also entered into strategic and licensing-based collaborations
with several biotechnology and pharmaceutical companies.
The investment will bring additional expertise to an already prominent
Protalix Board of Directors. Eli Hurvitz, the Chairman of Protalix is also
Chairman of the Board of Teva Pharmaceutical Industries Ltd., an Israeli
generic pharmaceutical company that had $6.5 billion in revenue in 2005.
Following the investment, Dr. Phillip Frost, Vice-Chairman of Teva, will
become a member of the Board of Directors of Protalix. Dr. Jane Hsiao, who
was formerly Vice-Chairman of IVAX Corporation and who is one of the new
investors in Protalix, will also become a director of Protalix. Dr. David
Aviezer, the CEO of Protalix, will serve as the CEO of the merged company.
Orthodontix, which has been seeking a business combination, will change
its name to Protalix Biotherapeutics, Inc. after the merger and intends to
apply for listing on a major stock exchange.
Forward-Looking Statements.
Certain of the statements set forth in this press release constitute
"Forward looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements include, without
limitation, any statement that may predict, forecast, indicate, or imply
future results, performance or achievements, and may contain the words
"estimate," "project," "intend," "forecast," "anticipate," "plan," "planning,"
"expect," "believe," "will," "will likely," "should," "could," "would," "may" or
words or expressions of similar meaning. All such forward-looking statements
involve risks and uncertainties including, but not limited to the successful
integration of the business of Protalix and the successful implementation of
Protalix's business strategy which will be impacted by risks regarding
Protalix's research and development programs; dependence on patent and other
protections for Protalix's innovative technology; proposed marketing and
sales and associated market acceptance; the effect of competition and
proprietary rights of third parties; the ability to obtain or maintain patent
or other proprietary intellectual property protection; the need for and
availability of additional financing and access to capital; the seeking of
joint development, licensing or distribution and collaboration and marketing
arrangements with pharmaceutical companies; regulatory actions or delays, and
the risk that conditions to the completion of the merger may not be satisfied
and the merger may not be completed. Certain of these risks and
uncertainties will be described in greater detail in Orthodontix' filings
with the Securities and Exchange Commission. Accordingly, there can be no
assurance that such forward-looking statements will prove to be accurate and
Orthodontix and Protalix undertake no obligation (and expressly disclaim any
such obligation) to update any forward-looking statements or to announce
revisions to any of the forward-looking statements, whether as a result of
new information, future events or otherwise.
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CONTACT: Orthodontix, Inc., Miami
Glenn L. Halpryn, President
(305) 371-4112
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