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
October 30, 2014
Date of Report (Date of earliest event reported)
SUNRISE HOLDINGS, LIMITED
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(Exact name of registrant as specified in its charter)
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Nevada
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0-52518
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20-8051714
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(State or other jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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2798 Thamesgate Dr. Mississauga, Ontario, Canada
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L4T 4E8
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: 289-407-4377
Not Applicable
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 7.01 REGULATION FD DISCLOSURE
On October 30, 2014, Sunrise Holdings Limited (“the “Company”) issued a press release announcing that its wholly owned subsidiary had entered into a Licensing Agreement with Life Medical Technologies, Inc. with respect to Life Medical’s Breastcare DTS™. A copy of the Company’s press release is attached hereto as Exhibit 99.1.
The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(b) Exhibits
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Description
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99.1
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Text of press release issued by Sunrise Holdings, Limited on October 30, 2014 announcing the entry into a Licensing Agreement with Life Medical Technologies, Inc.
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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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Sunrise Holdings Limited
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Dated: October 30, 2014
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By:
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/s/ John Bentivoglio
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Name:
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John Bentivoglio
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Title:
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Chief Executive Officer
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EXHIBIT 99.1
Sunrise Holdings' Unit in Licensing Agreement for BreastCare DTS(TM) With Life Medical Technologies
BreastCare DTS(TM) Is Patented, Non-Invasive, FDA-Cleared Cancer Detection Device; Agreement Gives Sunrise Exclusive Distribution Rights in US, Canada, China
NEW YORK, NY--(Marketwired - Oct 30, 2014) - Sunrise Holdings, Limited, a Nevada company in the medical device business (OTCQB: SUIP), has entered into a licensing agreement, via its subsidiary Efil Sub of ECG Inc., with Life Medical Technologies, Inc. with respect to Life Medical's "BreastCare DTS™ device" and certain other derivative technologies. The License Agreement grants Efil the exclusive right to distribute the BreastCare DTS™ in the United States, Canada and certain countries in Asia, including China. The Agreement calls for payment by Efil to Life Medical of royalties of 5% on net sales by Efil and requires payment by Efil of minimum annual royalties of $100,000 in 2015 and $200,000 each year thereafter. The Agreement also calls for payment by Life Medical to Efil of royalites of 5% on net sales by Life Medical.
The BreastCare DTS™ is a patented, non-invasive and FDA-cleared as an adjunct to mammography and other established procedures for the detection of breast disease, including breast cancer. DTS stands for "Differential Temperature Sensor," indicating the ability of the device to compare temperatures in one area of the breast with others in the same breast and the other breast.
John Bentivoglio, President and CEO of Sunrise Holdings, said, "This agreement brings a marvelous technology into our growing stable of medical devices, and it takes us into the very important field of breast cancer detection. Early detection is crucial to positive outcomes, and detection methods, while effective, can be improved. The BreastCare DTS™ device represents such an improvement, and we believe that the potential market for it is immense."
Bentivoglio added, "The incidence of breast cancer is highest in the developed world, but by 2020, some estimates have as many as 70 percent of all cases will be found in the developing economies of the world. The BreastCare DTS™ device is well-suited to addressing this trend. As these countries increase their incomes, as they develop, they will be able to spend more on medical care than they do now. This means that demand for effective cancer treatments rather than palliative care will rise, but at the same time, the resources will remain limited. A relatively low-cost device that can capture early stage potential breast cancer data which we believe is exactly what the market will need.
"The global Point of Care market in 2011, is in the order of $18.7 billion, up from $10.3 billion in 2005. In the U.S. alone, the combined breast cancer detection/diagnostic market was valued at more than $2.2 billion in 2008, and is expected to continue in a stable growth pattern over the next several years, Analysts have suggested a conservative growth rate of approximately 5.4% year on year."
BreastCare DTS™ has received FDA 510K clearance for marketing in the United States and can used by physicians as an adjunct to routine physical examination including palpation, mammography and other established procedures for the detection of breast disease including breast cancer. Clinical studies have been conducted on over 5,000 women in prestigious cancer centers in the U.S., Europe and Latin America, including Memorial Sloan-Kettering in New York and M.D. Anderson in Houston.
The BreastCare DTS™ device consists of two mirror image, lightweight and disposable foam pads with three wafer-thin foil sensors on each pad. Each of the three segments on each pad contains 18 rows of heat-sensitive chemical dots. The device is easy to use and requires no electricity or probes.
The test is completely non-invasive. The pads are easily placed on a woman's breasts inside the bra for 15 minutes. The device measures the deep heat energy that is transferred to the surface of the skin. Each heat-sensitive dot is calibrated to record the temperature of the surface of the breast. The dots themselves change color from blue to pink when exposed to specific temperatures. The results are clearly displayed and can be immediately evaluated. The heat-sensitive dots have embedded memory, which allows the results to be read after each test is completed.
Bentivoglio concluded, "We believe that BreastCare DTS™ is an exceptional, low-cost Point of Care device that has the potential to save thousands upon thousands of lives. We are focused on bringing it to market by the beginning of 2015, and to that end, we are in final stage negotiations with two engineering firms to begin production in time to meet that deadline. Combined with the Now Cardio™ advanced cardiac monitor being developed by Event Cardio Group Inc, a company we intend to acquire shortly, BreastCare DTS™ represents a significant step forward for our shareholders as well as for patients."
About Sunrise Holdings
Sunrise Holdings is a Nevada company engaged in the medical device market. It has entered into a Share Exchange Agreement to acquire Event Cardio Group Inc, which is developing a new product, Now Cardio™, an advanced cardiac monitor which offers dual-functionality including both holter monitoring and event recording simultaneously. As a wireless and leadless system, it is more comfortable to wear, and as a result, is more likely to be worn. Based on experience, Event Cardio Group Inc believes it can reach diagnostic yields greater than 90%. Event Cardio Group Inc believes that this would be a meaningful first within the industry.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
Information included in this press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Sunrise Holdings Limited ("Sunrise", "We", "Our" or the "Company") to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of words "may," "should," "expect," "anticipate," "estimate," "believe," "intend" or "project" or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that any projections or other expectations included in any forward- looking statements will come to pass. Our actual results could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company undertakes no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.
CONTACT INFORMATION
Contact
John Bentivoglio
Sunrise Holdings Inc
President and CEO
289-407-4377
561-271-7157
Email Contact
Or
Michael Porter
Porter, LeVay and Rose
President
212-564-4700
Email Contact
(Unencrypted Contact)
Contact
John Bentivoglio
Sunrise Holdings Inc
President and CEO
289-407-4377
561-271-7157
johnbentivoglio@gmail.com
Or
Michael Porter
Porter, LeVay and Rose
President
212-564-4700
Mike@plrinvest.com
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