Attached files

file filename
EX-2.1 - EXHIBIT 2.1 - Medite Cancer Diagnostics, Inc.v365321_ex2-1.htm
EX-99.1 - EXHIBIT 99.1 - Medite Cancer Diagnostics, Inc.v365321_ex99-1.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 11, 2014

 

CYTOCORE, INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware 000-00935 36-4296006
(State or other Jurisdiction of Incorporation or Organization) (Commission File Number) (I.R.S. Employer Identification No.)

 

414 North Orleans Street, Suite 503

Chicago, IL 60654

(Address of principal executive offices) (Zip Code)

 

(312) 222-9550

(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):

 

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 

 

Item 1.01Entry into a Material Definitive Agreement.

 

On January 11, 2014, Cytocore, Inc. (the “Company,” “we” or “us”) entered into a Stock Purchase Agreement (the “Agreement”) with Medite Enterprises, Inc., a Florida corporation (“Medite”), Medite GMBH, a corporation organized under the laws of Germany and wholly owned by Medite (the “Subsidiary”), Michael Ott and Michaela Ott, the sole shareholders of the Company (collectively, the “Shareholders”).

 

Pursuant to the Agreement, the Company will acquire 100% of the issued and outstanding capital stock of Medite from the Shareholders in exchange for the issuance of 1,500,000,000 shares of the Company’s common stock (the “Shares”) to the Shareholders. The Agreement also provides that the Shareholders will indemnify the Company for certain losses during the one year period following the closing. In connection with such indemnification rights, the Agreement provides that 375,000,000 of the Shares will be deposited with the Company and held for a period of 12 months to cover certain indemnification claims that the Company may have against the Shareholders.

 

Closing of the Acquisition is conditioned upon: (i) the completion of a private placement transaction resulting in gross cash proceeds to the Company of $2 million (the “Private Placement”), and (ii) the conversion of certain accrued wages of the Company into shares of the Company’s common stock. In addition, as of the closing, there shall be no more than 1,875,000,000 shares of the Company’s common exclusive of any shares of the Company’s common stock issued in connection with the Private Placement.

 

The Agreement may be terminated by: (i) the mutual agreement of the parties, (ii) by any of the parties if the closing of the Acquisition has not occurred by March 15, 2014, or (iii) by any of the parties if any governmental authority has taken any action prohibiting any material portion of the Acquisition.

 

The foregoing description of the Agreement is qualified in its entirety by reference to the complete text of the Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference, and is intended to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company, Medite or the Subsidiary. The representations, warranties and covenants contained in the Agreement were made only for purpose of the Agreement and as of specific dates, were solely for the benefit of the parties to the Agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Agreement. The representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Agreement, and such subsequent information may or may not be fully reflected in our public disclosures.

 

2
 

 

Item 8.01Other Events.

 

On January 13, 2014, the Company and Medite issued a press release announcing the signing of the Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01Financial Statements and Exhibits.

 

(d)Exhibits.

 

Exhibit No. Description of Exhibit
2.1 Stock Purchase Agreement by and among Cytocore, Inc., Medite Enterprises, Inc., Medite GMBH, Michael Ott and Michaela Ott dated January 11, 2014
99.1 Press Release dated January 13, 2014

 

3
 

 

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.

 

    Cytocore, Inc.  
         
         
         
Date: January 14, 2014 By: /s/ Robert McCullough, Jr.  
      Robert McCullough, Jr.  
      Chief Executive Officer and  
      Chief Financial Officer  

 

4