EMBT Ember Therapeutics Inc (CE)

Item 1.01 Entry Into A Material Definitive Agreement

On March 21, 2016, we entered into an Asset Purchase Agreement (the “Agreement”) with Migralex., a Delaware corporation (“Migralex”). Under the Agreement, we acquired all assets related to Migralex™, a commercially available over-the-counter medication for treating pain. Migralex™ is a headache medicine that has been clinically proven to be highly effective in relieving most types of pain, including arthritis pain, tension headaches, sinus headaches, stress headaches, menstrual headaches, and various other pains. It is a patented product and is the strongest combination pain medicine available without a prescription

Under the Agreement, we have acquired all material assets currently owned by Migralex, including all inventory, raw materials, work in process, packaging, the toll free number, hardware and software used for ordering and customer support, all intellectual property, websites, domain names, accounts receivable and vendor credits, contracts, and all marketing and promotional information and materials.

The purchase price for the Migralex assets consisted of common stock and warrants, paid as follows:

• 1,578,948 shares of common stock; and

• Warrants to purchase 526,316 shares of common stock at purchase price of $0.95, exercisable for a period of five (5) years.

In addition, we agreed to assume certain liabilities of Migralex arising under certain contracts assumed as part of the asset purchase. As part of the Agreement, we also entered into a Consulting Agreement with Dr. Alex Mauskop, the inventor of Migralex™. Under the Consulting Agreement, Dr. Mauskop will receive a royalty on all sales for a period of three (3) years, and will perform a minimum of twenty (20) hours of work per month at a rate of $250 per hour.

We have committed to use reasonable commercial efforts in developing and commercializing Migralex’s technologies, and are required invest at least $5 million toward sales, marketing, and product line extension efforts over the next year.