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EX-10.1 - MODERN MEDICAL MODALITIES CORP | v170864_ex10-1.htm |
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): January 7,
2010
MODERN
MEDICAL MODALITIES CORPORATION
(Exact
name of registrant as specified in its charter)
New
Jersey
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22-3059258
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(State
or other jurisdiction of
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(I.R.S.Employer
|
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incorporation
or organization)
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Identification
Number)
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439
Chestnut Street
Union,
New Jersey 07083
(Address
of principal executive offices, Zip code)
908-687-8840
(Registrant’s
telephone number, including area code)
(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 (see General Instruction A.2. below):
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425).
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a
-12).
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o
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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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o
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Pre-commencement
communications pursuant to Rule 13e-4© under the Exchange Act (17 CFR
240.13e -4©)
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Item
1.01
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Entry
Into a Material Definitive
Agreement.
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On December 31, 2009, HealthIXS
Corporation (“HealthIXS”), a Delaware corporation and wholly owned subsidiary of
Modern Medical Modalities Corporation (“MODM”), entered into a Business
Collaboration Agreement (the “Collaboration Agreement”) with RadNet Management,
Inc., a California corporation (“RadNet Management”), and New Jersey Imaging
Partners, Inc., a New Jersey corporation (“NJIP”), each of which is a
wholly-owned subsidiary of RadNet, Inc., a Delaware corporation whose common
stock is publicly traded on the NASDAQ Global Market under the symbol RDNT
(“RDNT”). RadNet Management and NJIP are referred to herein
collectively as “RadNet”. Pursuant to the Collaboration Agreement,
RadNet agreed to license from HealthIXS, on a non-exclusive basis for an initial
term of one year, the private labeled RadNet Derivative Information System
(“RADIS”) based on proprietary software of HealthIXS designed to provide
information technology services to the healthcare sector. RadNet
agreed to pay HealthIXS a cash license fee payable in 12 equal monthly
installments, starting with the signing of the agreement, plus a single balloon
payment in one year from the date of the agreement. The amount of the
fee is the subject of a confidential treatment request filed by MODM with the
Securities and Exchange Commission. For no additional fee, HealthIXS
will provide RadNet with certain technical support and maintenance services with
respect to the licensed RADIS product during the initial term of the
Collaboration Agreement. HealthIXS will retain all rights,
title and interest in the HealthIXS and RADIS systems and related intellectual
property rights; provided, however, that RadNet will own all rights, title and
interest in custom software developed by HealthIXS exclusively for RADNET
pursuant the Collaboration Agreement or statements of work thereunder. Either
party may terminate the Collaboration Agreement in the event of any material
breach by the other party if the breach continues and is not cured within 30
days of receipt of written notice from the non-breaching party.
The foregoing summary is qualified in
its entirety by reference to the Collaboration Agreement which is attached as an
exhibit to this Current Report. As noted above, information relating
to the cash license fee has been redacted and is the subject of a request for
confidential treatment.
Item
2.01
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Completion
of Acquisition or Disposition of
Assets.
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As previously reported, on November 19,
2009, MODM and its wholly-owned subsidiaries Union Imaging Associates, Inc.
(“UIA”), Union Imaging Center, LLC (“UIC”) and PET Scan at Union Imaging, LLC
(“PET”) (UIA, UIC and PET, each a “Seller Company”, collectively, the “Seller
Companies”) entered into an Asset Purchase Agreement (the “Agreement”) with NJIP
and RDNT, pursuant to which NJIP agreed to purchase substantially all of the
assets of the Seller Companies that are used in connection with the Seller
Companies’ diagnostic imaging business (the “Asset Sale”), for cash
consideration of $5,000,000 (the “Cash Consideration”) plus 75,000 shares of
restricted common stock of RDNT. Other than in respect of the Asset
Sale, there is no material relationship between NJIP or RDNT and MODM, or any of
MODM’s affiliates, or any director or officer of MODM, or any associate of any
such director or officer.
NJIP, RDNT and the Seller Companies
have agreed that the Asset Sale closed as of 11:59 PM EST on December 31,
2009. On the following business day, January 4, 2010, MODM received
net cash proceeds of $2,231,162.77 after NJIP made payments out of the Cash
Consideration to (i) an escrow agent in the amount of $300,000 to be released to
MODM, subject to and in accordance with the Agreement, (ii) certain equipment
lien holders for the purpose of satisfying outstanding financial obligations of
MODM or the Seller Companies associated with such equipment, (iii) the State of
New Jersey for the purpose of satisfying certain tax obligations of the Seller
Companies, (iv) the principal radiologist associated with the Seller Companies’
diagnostic imaging business for monies owed, and (iv) the Seller Companies’
legal counsel for accrued legal services. The RDNT Shares have been
issued to MODM.
Item
9.01. Financial Statements and Exhibits.
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(d)
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Exhibits.
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10.1
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Business
Collaboration Agreement, dated as of December 31, 2009, by and among
HealthIXS Corporation, RadNet Management, Inc. and New Jersey Imaging
Partners, Inc. (Portions of this exhibit have been redacted and
are the subject of a confidential treatment request filed with the
Securities and Exchange
Commission.)
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SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, Modern Medical Modalities Corporation has duly
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
MODERN
MEDICAL MODALITIES CORPORATION
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Date:
January 7, 2010
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/s/
Baruh Hayut
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Baruh
Hayut, Chairman and Chief Executive
Officer
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