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): November 30, 2005 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 3.02 UNREGISTERED SALES OF EQUITY SECURITIES On November 30, 2005, Orthodontix, Inc. (the "Company") sold 2,915,428 newly issued shares of common stock, par value $.0001, to Frost Gamma Investments Trust, of which Dr. Phillip Frost is the trustee and beneficiary. The purchase price was $494,000.00. There were no underwriting discounts or commissions. The Company relied upon the exemption from registration contained in Section 4(2) of the Securities Act of 1933 in making the sale to the trust. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS Exhibit 99.1 Press Release dated December 6, 2005. 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: December 6, 2005 By: /s/ Glenn L. Halpryn --------------------------------------- Glenn L. Halpryn Chief Executive Officer 2
EXHIBIT 99.1 Press Release Dr. Phillip Frost purchases control of Orthodontix, Inc. MIAMI December 6, 2005 On November 30, 2005, Dr. Phillip Frost, Chairman and CEO of Ivax Corporation, through a trust purchased control of Orthodontix, Inc. The trust paid $494,000 for 2,915,428 newly issued shares. With the November purchase, the trust owns 2,965,428 shares or 51 percent of Orthodontix. Orthodontix intends to effect a merger or other business combination with an operating company. CONTACT: Orthodontix, Inc., Miami Glenn L. Halpryn, 305-371-4112 7