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): ~~June~~ September 1820, 2024

Bioethics, Ltd. (Exact name of Registrant as specified in its charter)

(Exact name of Registrant as specified in its charter)

Nevada

333-55254-41

87-0485312

(State or other jurisdiction

of incorporation)

(Commission

File No.)

(IRS Employer

Identification No.)

Nevada	333-55254-41	87-045312
(State or other jurisdiction	(Commission File No.)	(IRS Employer
of incorporation)		Identification No.)

1661 Lakeview Circle, Ogden, UT, 84403

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: 801-399-3632

N/A

(Former name or former address if changed since last report)

Check 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 (17 CFR 240.14d-2(b))

o☐ Pre-commencement communications pursuant to Rule 13e-14(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter).

Emerging Growth Company o ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13a of the Exchange Act. o ☐

Item 1.01 Entry Into a Material Definitive Agreement

~~Item~~On 7or about September 20, 2024, the Registrant, Bioethics, Ltd.01, a Nevada corporation (“Bioethics”), and SILQ Technologies Corporation, a Delaware corporation (“SILQ”), entered into an agreement and plan of merger (the “Agreement”). Bioethics will acquire SILQ pursuant to a reverse triangular merger in which a newly formed subsidiary of Bioethics will be merged with and into SILQ, with SILQ surviving as a wholly owned subsidiary of Bioethics (the “Merger Transaction”). Accordingly, Bioethics, the parent company, will own SILQ as a wholly owned subsidiary. All outstanding shares of SILQ common and preferred stock will be converted into shares of Bioethics common and preferred stock pursuant to the Agreement.

~~Regulation~~SILQ’s FDnovel, ~~Disclosure~~patented technology was spun out of UCLA in 2017 and involves deposition of a chemical coating on the surface of plastic or elastomeric materials. The treatment permanently transforms the surface, delivering properties that are immensely valuable in the multi-billion-dollar medical device, industrial and commercial markets. These properties include resistance to bacterial aggregation (and hence the significant problem of infections in the case of implanted medical devices), suppression of the body’s inflammatory response to foreign objects, resistance to blood clotting, reduction of biofouling, and greater surface lubricity. SILQ’s first product, a premium urinary catheter, has been cleared for sale by the FDA and is in the early stages of commercialization. SILQ recently announced its ClearTract® Foley Catheter received an Innovative Technology contract from Vizient, Inc., the nation’s largest provider-driven healthcare performance improvement company. This contract opens access to 5,000 hospitals and clinics as part of the Group Purchasing Organization. Other internally generated medical device products will follow. In addition, SILQ’s business model for maximizing the value of its platform technology involves offering full-service, turnkey coating services to global implantable medical device manufacturers and to companies in industries such as water purification, beverage processing, and pharmaceutical and vaccine production.

OnThe orMerger ~~about~~Transaction ~~June~~contemplates ~~18,~~that ~~2024,~~following the ~~Registrant~~closing of the Merger Transaction the stockholders of SILQ will own approximately 89% of the fully diluted total outstanding capital stock of Bioethics, ~~Ltd.,~~and athe ~~Nevada~~stockholders ~~corporation~~of (“Bioethics”) immediately prior to the closing of the Merger Transaction, including all current stockholders and ~~SILQ~~all ~~Technologies~~shares ~~Corporation,~~to abe ~~Delaware~~issued ~~corporation~~prior ~~(“SILQ”),~~to ~~entered~~the ~~into~~closing aas ~~non-binding~~more ~~letter~~fully ofdescribed ~~intent~~in (the ~~“Letter~~Agreement, ofwill ~~Intent’’)~~own to11% ~~explore~~of ~~entering~~the ~~into~~total aoutstanding ~~transaction~~capital ~~wherein~~stock of Bioethics. ~~acquires~~In ~~SILQ~~connection ~~pursuant~~with the Merger Transaction, Bioethics has agreed to consummate a 1-for-2 reverse ~~triangular~~stock ~~merger~~split. (Prior to the “Merger”) inTransaction ~~which~~closing, aBioethics ~~newly~~intends ~~formed~~to ~~subsidiary~~issue ofcommon ~~Bioethics~~or ~~(“Merger~~preferred ~~Sub’’)~~stock ~~would~~convertible beinto ~~merged~~common ~~with~~stock to raise money to pay down debt and ~~into~~incentivize ~~SILQ~~and otherwise compensate Bioethics’ officers, ~~with~~directors, ~~SILQ~~and ~~surviving~~consultants, aswho ahave ~~wholly~~not ~~owned~~received ~~subsidiary~~cash ofcompensation ~~Bioethics~~for years. ~~Accordingly,~~In ~~Bioethics~~addition, prior to consummation of the ~~parent~~Merger ~~company~~Transaction, ~~would~~and ~~own~~as ~~SILQ~~set asforth abelow, ~~wholly~~Bioethics ~~owned~~will ~~subsidiary~~seek to raise approximately $5.5 ~~All~~million ~~outstanding~~in ~~shares~~a private placement, of ~~SILQ~~which ~~would~~not ~~then~~less bethan ~~converted~~$4.5 ~~into~~million ~~shares~~will ofbe ~~Bioethics~~dedicated ~~common~~to ~~stock~~provide ~~pursuant~~working capital to the ~~Definitive~~SILQ ~~Merger~~subsidiary ~~Agreement~~(the “Private Placement”).

~~SILQ’s~~As ~~novel,~~a ~~patented~~result ~~technology~~of ~~was~~the ~~spun~~anticipated ~~out~~private ofplacements, ~~UCLA~~issuances into ~~2017~~officers, directors and ~~involves~~consultants, ~~deposition~~and ofstock aissuances ~~chemical~~in ~~coating~~connection onwith the ~~surface~~Merger ofTransaction, ~~plastic~~the orexisting ~~elastomeric~~shareholders ~~materials.~~of ~~The~~Bioethics ~~treatment~~are ~~permanently~~anticipated ~~transforms~~to ~~the~~suffer ~~surface,~~significant ~~delivering~~dilution ~~properties~~from ~~that~~their ~~are~~current ~~immensely~~ownership ~~valuable~~as ina ~~the~~percentage ~~multi-billion-dollar~~of ~~medical~~outstanding ~~device,~~stock ~~industrial~~of ~~and~~the ~~commercial markets~~company. ~~These~~It ~~properties~~is ~~include~~currently ~~resistance~~anticipated tothat ~~bacterial~~following ~~aggregation (and hence~~ the ~~significant~~closing ~~problem~~ of ~~infections~~the inMerger ~~the~~Transaction ~~case~~there ofwill ~~implanted~~be ~~medical~~at ~~devices)~~least 50,450,000 ~~suppression~~shares of ~~the~~Bioethics ~~body’s~~common ~~inflammatory~~stock ~~response~~issued toand ~~foreign~~outstanding. ~~objects,~~This ~~resistance~~anticipated topost-Merger ~~blood~~Transaction ~~clotting,~~outstanding ~~reduction~~stock ofwill ~~biofouling,~~include ~~and~~the ~~greater~~current ~~surface~~outstanding ~~lubricity.~~shares ~~The~~of ~~company’s~~Bioethics ~~first~~after ~~product,~~ a ~~premium~~1-for-2 ~~urinary~~reverse ~~catheter~~stock split, ~~has~~meaning ~~been~~that ~~cleared for sale by~~ the ~~FDA~~ownership ~~and~~of isBioethics ~~in early stages~~ of ~~commercialization.~~the Acurrent ~~recently~~Bioethics ~~signed~~stockholders, ~~contract~~exclusive ~~with~~of ~~Vizient,~~all ~~Inc.~~shares ~~the~~to ~~largest~~be ~~group~~issued ~~purchasing~~between ~~organization~~now inand the ~~country,~~closing ~~will~~of ~~provide~~ the ~~company~~Merger ~~access~~Transaction, toas ~~thousands~~a percentage of ~~hospitals~~all ~~and~~anticipated ~~clinics~~outstanding ~~across~~stock ~~the~~will USbe asapproximately it1% ~~seeks~~of toall ~~build~~outstanding ~~surgeon~~Bioethics ~~and~~stock ~~patient~~following ~~adoption. Other~~the ~~internally~~closing ~~generated~~of ~~medical~~the ~~device~~Merger ~~products will follow~~Transaction. InIt ~~addition,~~is the ~~company’s~~intention ~~business~~of ~~model~~the ~~for~~parties ~~maximizing~~that the ~~value~~Merger ofMerger ~~its~~Transaction ~~platform~~qualify ~~technology~~as ~~involves~~a ~~offering full~~tax-~~service,~~free ~~turnkey~~reorganization ~~coating~~under ~~services~~Section to368(a)(2)(E) ~~global~~of ~~implantable~~the ~~medical~~Internal ~~device~~Revenue ~~manufacturers~~Code ~~and~~of to1986, ~~companies in industries such~~ as ~~water purification~~amended, ~~beverage processing,~~ and ~~pharmaceutical~~related ~~and~~sections ~~vaccine production~~thereunder.

~~Following~~The ~~the~~ closing of the ~~transaction,~~Merger ~~the~~Transaction ~~parties’ current intention and expectation as set out in the Letter of Intent~~ is ~~that~~contingent ~~the~~upon ~~stockholders of SILQ would own approximately 89% of~~ the ~~fully~~satisfaction ~~diluted total outstanding stock~~ of ~~Bioethics,~~a ~~and~~number ~~the stockholders~~ of ~~Bioethics immediately prior to the closing of the transaction~~conditions, including ~~all~~SILQ ~~current~~shareholder ~~stockholders~~approval, and ~~all~~on ~~shares~~Bioethics toraising be$5.5 ~~issued~~million ~~prior~~through to the ~~closing~~sale asof ~~more~~its ~~fully~~securities ~~described~~ in the ~~Letter~~Private ofPlacement ~~Intent, would~~containing ~~own~~such ~~11%~~terms ofand ~~the~~conditions ~~total~~as ~~outstanding~~are ~~stock~~acceptable ~~of Bioethics following the transaction. In connection with the proposed Merger, Bioethics has agreed~~ to ~~consummate a 1-for-2 reverse stock split. Prior to~~ the ~~proposed~~SILQ ~~Merger,~~board Bioethics intends to issue common or preferred stock convertible into common stock in order to raise money to pay down debt and incentivize and otherwise compensate Bioethics’ officers, directors and consultants, who have not received cash compensation for years. As a result of ~~the anticipated private placements, issuances to officers,~~ directors and ~~consultants,~~its ~~and~~majority ~~stock~~shareholders ~~issuances~~ in ~~connection with~~ the ~~proposed~~exercise ~~Merger, the existing shareholders~~ of ~~Bioethics, are anticipated to suffer significant dilution from~~ their ~~current~~sole ~~ownership~~discretion. The ~~as a percentage of outstanding stock of the company~~$5.5 Itmillion isPrivate ~~currently~~Placement ~~anticipated~~must ~~that following the closing of the proposed Merger, that there will~~ be atcompleted ~~least~~within ~~50,450,000~~90 ~~shares~~days offrom ~~Bioethics common stock issued an outstanding. This anticipated post-transaction outstanding stock will include~~ the ~~current~~date ~~outstanding shares~~ of ~~Bioethics after a 1-for-2 reverse stock split, meaning that~~ the ~~ownership~~signing of ~~Bioethics of~~ the ~~current Bioethics stockholders~~Agreement, ~~exclusive~~or ofsuch ~~all~~later ~~shares~~date ~~to be issued between now and the closing of the transaction,~~ as ~~a percentage of all anticipated outstanding stock will be approximately 1% of all outstanding Bioethics stock following~~ the ~~closing of the transaction. It is the intention of the~~ parties ~~hereto~~may ~~that~~agree ~~this~~to ~~transaction~~in ~~qualify as a tax-free reorganization under Section 368(a)(2)(E) of the Internal Revenue Code of 1986, as amended, and related sections thereunder~~writing.

The foregoing description of the Letter of Intent does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter of Intent, which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated in this Item 7.01 by reference.2

~~The~~There ~~terms~~are ofno assurances that we will be successful in completing this capital raise requirement, or that the proposed Merger ~~and~~Transaction ~~related~~will ~~transactions~~be ~~must~~consummated. There will be ~~set~~many ~~forth~~conditions into aclosing, ~~definitive~~many ~~agreement~~of which are outside of the parties’ control, and we cannot predict whether these conditions will be satisfied. There are no assurances ~~that~~when weor if closing will beoccur, ~~successful~~even inif ~~negotiating~~the ancapital ~~acceptable~~raise ~~definitive~~is ~~agreement,~~completed ~~when~~within orthe ~~whether~~agreed aupon ~~definitive~~time. The ~~agreement~~securities issued in any capital raise anticipated above, will not be ~~reached~~registered ~~between~~under the ~~parties~~Securities Act of 1933, as amended, or ~~that~~applicable ~~the~~state ~~proposed~~laws ~~Merger~~and ~~will~~may not be ~~consummated.~~offered ~~Even~~or ifsold ain ~~definitive~~the ~~agreement~~United isStates ~~executed,~~absent ~~the~~registration ~~terms~~or ofan ~~the~~available ~~proposed~~exemption ~~Merger~~under ~~may~~applicable ~~change~~federal ~~materially~~and ~~from~~state ~~the~~securities ~~terms~~laws. ~~set~~The ~~forth~~disclosures in this Form 8-K regarding the ~~Letter~~private placement are being made pursuant to Rule 135c under the Securities Act of ~~Intent~~1933. ~~There~~This ~~will~~Form be8-K ~~many~~shall ~~conditions~~not constitute an offer to ~~closing,~~sell ~~many~~or the solicitation of ~~which~~an ~~are~~offer ~~outside~~to ofbuy ~~the~~any ~~parties’~~securities ~~control,~~of Bioethics or SILQ.

2The foregoing description of the Merger Transaction does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.

~~and~~Item ~~we cannot predict whether these conditions will be satisfied~~9.01 ~~There~~Financial ~~are~~Statements ~~no assurances when or if closing will occur, even if the parties successfully negotiate~~ and ~~sign a definitive agreement.~~ Exhibits

~~Any~~(d) equity securities that may be issued in any capital raise anticipated above, will not be registered under the Securities Act of 1933, as amended, or applicable state laws and may not be offered or sold in the United States absent registration or an available exemption under applicable federal and state securities laws. The disclosures in this Form 8-K regarding the private placement are being made pursuant to Rule 135c under the Securities Act of 1933. This Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities of Bioethics or SILQ.Exhibits

Section 9 - Financial Statements and Exhibits

Exhibit 99.1		Agreement and Plan of Merger
Exhibit 104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

~~Item 9.01 Financial Statements and Exhibits.~~3

~~Exhibit 99.1Letter of Intent regarding proposed transaction between Bioethics International, Inc. and SILQ~~ SIGNATURES

~~Technologies~~Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SIGNATURES

	Bioethics, Ltd.

Dated: September 24, 2024	By:	/s/ Mark Scharmann
		Mark Scharmann
		Chief Executive Officer

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.4

Dated: June 25, 2024Bioethics, Ltd.

/s/ Mark Scharmann

Mark Scharmann

Chief Executive Officer

Filing Compare · BIOETHICS LTD