UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
November 4, 2011
Date of Report (Date of earliest event reported)
Medytox Solutions, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or Other Jurisdiction of Incorporation)
000-54346
(Commission File Number)
54-2156042
(IRS Employer Identification No.)
400 S. Australian Ave., Suite 800, West Palm Beach, Florida 33401
(Address of Principal Executive Offices and Zip Code)
(954) 684-8288
(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:
[__] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 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)
EXPLANATORY NOTE
On October 26, 2011, we filed a Form 8-K regarding our entry into a material
definitive agreement with Trident Laboratories, Inc. ("Trident") and its
shareholders. In that Form 8-K, we inadvertently reported that approximately
$100,000 had been paid to the Trident shareholders in connection with the
agreement when in fact, no funds had been tendered as of such date. This Form
8-K/A is being filed to correct that inadvertent error.
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
The following discussion provides only a brief description of the document
described below. The discussion is qualified in its entirety by the full text
of the agreement, which is attached to this Current Report on Form 8-K as
Exhibit 10.1 and is incorporated by reference herein.
On August 22, 2011, Medytox Institute of Laboratory Medicine, Corp.
("Medytox"), a wholly owned subsidiary of registrant, Medytox Solutions, Inc.
(the "Company"), entered into an agreement (the "Agreement") for the purchase
of up to eighty-one percent (81%) of the issued and outstanding equity
ownership interests of Trident Laboratories, Inc. ("Trident") from its
shareholders ("Shareholders"). Trident is a Florida corporation maintaining
its principal place of business at 6011 Rodman Street, Suite 107, Hollywood,
Florida 33032.
The Agreement provides that the total purchase price of $500,000 will be paid
on a monthly basis in an amount equal to 15% of the monthly revenues of
Medytox. Upon execution of the Agreement, Shareholders assigned to Medytox
shares of Trident common stock equal to forty-nine percent (49%) of their
collective ownership interests in Trident. Such shares are being held by
Shareholders as collateral pending the tender of the remainder of the purchase
price. Upon tender of the total purchase price of $500,000, the additional
thirty-two percent (32%) of the Trident equity ownership interests identified
in the Agreement will be transferred to Medytox and all shares of Trident
common stock equaling 81% of the issued and outstanding equity interests in
Trident will be delivered to Medytox. In the event that the full purchase
price is not paid within twelve (12) months from the date of the Agreement,
any unpaid balance will immediately become due and payable to Shareholders.
The Agreement additionally provides for a subsequent buyout by Medytox of the
remaining nineteen percent (19%) of the Trident equity interests that will be
held by Shareholders upon completion of the transaction represented by the
Agreement.
There are no material relationships between the Company, Medytox or their
respective affiliates and any of the parties to the Agreement, other than with
respect to the Agreement.
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Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
Exhibit 10.1 - Agreement between Trident Laboratories, Inc., et al. and
Medytox Institute of Laboratory Medicine, Corp. dated August 22, 2011.
* Incorporated by reference from the filing on Form 8-K of the Company made
on October 26, 2011 at File No. 000-54346.
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.
MEDYTOX SOLUTIONS, INC.
By: /s/: William G. Forhan
William G. Forhan, CEO, CFO and Chairman,
(Principal Executive Officer)
(Principal Financial and Accounting Officer)
DATED: November 4, 2011.
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