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): May 18, 2010
MedClean
Technologies, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-03125
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21-0661726
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(State
or Other Jurisdiction
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(Commission
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(I.R.S.
Employer
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of
Incorporation)
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File
Number)
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Identification
Number)
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3
Trowbridge Drive
Bethel,
Connecticut 06801
(Address
of principal executive offices, including zip code)
(203)
798-1080
(Registrant's
telephone number, including area code)
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 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-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.02 Termination of a Material Definitive Agreement.
On May
17, 2010, the preferred stock purchase agreement (the “Purchase Agreement”) and
the Registration Rights Agreement (the “Registration Rights Agreement,” and
together with the Purchase Agreement, the “Transaction Agreements”), in each
case, between MedClean Technologies, Inc, (the “Company”) and Socius Capital
Group, LLC, a Delaware limited liability company, doing business as
Socius Life Sciences Capital Group, LLC (the “Investor”) were mutually
terminated by the Company and the Investor. The Transaction
Agreements were originally filed with the United States Securities &
Exchange Commission on December 4, 2009.
In
connection with the Purchase Agreement, the Company paid the Investor a due
diligence fee of $20,000 (the “Due Diligence Fee”) and a commitment fee
19,121,282 shares of restricted common stock (the “Commitment
Shares”).
As a
result of the termination the Company forfeited the Due Diligence
Fee and the Investor returned the Commitment Shares to the
Company.
SIGNATURES
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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MedClean
Technologies, Inc.
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Date: May
19, 2010
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By:
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/s/ David
Laky
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Name:
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David
Laky
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Title:
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Chief
Executive Officer and President
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