Attached files
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) February 6,
2018
MEDITE CANCER DIAGNOSTICS, INC.
(Exact
Name of Registrant as Specified in Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
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333-143570
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36-4296006
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(Commission
File Number)
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(IRS
Employer Identification No.)
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4203 SW 34th St.
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Orlando,
FL
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32811
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(407) 996-9630
(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):
☐ 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))
Item 1.01
Entry into a Material Definitive Agreement.
On February 6, 2018, MEDITE Cancer Diagnostics, Inc., (the
“Company”) entered into and consummated the closing of
a Securities Purchase Agreement (the “Purchase
Agreement”) with an accredited
investor (“Purchaser”), pursuant to which the
Company issued to the Purchaser a secured promissory note in the
aggregate principal amount of $800,000 (the “Note”) The
Note matures on the 60th month anniversary date following the
Closing Date, as defined in the Note (the “Maturity
Date”).Accrued interest shall be paid in restricted common
stock of the Company calculated at a value of $0.075 per
share and on the basis of a 360-day year and shall accrue and
compound monthly. The Note is secured
by a security agreement (the “Security Agreement”) and
shall represent a perfected senior lien on all of the assets of the
Company and its subsidiaries and will be subordinate to the
obligation entered into with GPB Debt Holdings II, LLC and the
affiliated subordinate investors on September 26, 2017. The Note
shall bear interest at a rate of 12% per annum. In addition, and in
accordance with the terms of the Purchase Agreement, the Purchaser
was issued 10,666,667 shares of the Company’s restricted
common stock at 0.075 per share (the “Shares”). The
Purchaser shall have piggy-back registration rights with respect to
the Shares.
On February 9, 2018 the Company entered into and closed a
Securities Purchase Agreement upon the same terms to the Purchase
Agreement and Note with one (1) additional accredited investor
(“Additional Purchaser”) pursuant to which the Company issued to the
Additional Purchaser a secured promissory note in the aggregate
principal amount of $200,000 (“Additional Note”). The
Additional Note is also secured by a security agreement upon the
same terms as the Purchaser. In addition, the Additional Purchaser
was issued an aggregate of 2,666,667 shares of the Company’s
restricted common stock at 0.075 per share (the “Additional
Shares”) upon the same terms as the
Purchaser.
The Note and Additional Note shall be collectively referred to as
the “Notes.” The Shares and Additional Shares shall be
collectively referred to as the “Company
Shares.”
On February 12, 2018, a member of the Board of Directors (the
“Board Member”) elected to convert a total of $100,000
of accrued Board compensation owed to him through March 31, 2018,
into the forgoing offering upon the same terms as the Purchaser and
Additional Purchaser set forth above. As a result, the Company
issued to the Board Member 1,333,333 shares of the Company’s
restricted common stock. This conversion was approved by the Board
of Directors at a meeting held on February 5, 2018. The Board
Member further rescinded his right to receive an additional 48,000
shares of the Company’s common stock representing outstanding
interest on a prior bridge loan.
The foregoing summary of the transactions contemplated by the
Purchase Agreement and the documents and instruments to be executed
and/or issued in connection therewith, does not purport to be
complete and is qualified in its entirety by reference to the
definitive transaction documents, copies of which are attached as
exhibits to this Current Report on Form 8-K.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
In connection with the transactions
described in Item 1.01 of this Current Report, which is
incorporated into this Item 2.03, the Company has entered into and
closed Purchase Agreements with the Purchaser, Additional Purchaser
and Board Member as of the dates set forth in Item 1.01 pursuant to
which it agreed to issue the Notes, Company Shares and Security
Agreements to the Purchaser, Additional Purchaser and Board Member.
The Notes will bear interest at a rate of 12% per annum, will be
secured in accordance with the terms and conditions of the Security
Agreements, and will be due and payable on the 60th month
anniversary date following the Closing Date, as defined in the
Notes or upon acceleration in accordance with its terms. Accrued
interest shall be paid in restricted common stock of the
Company calculated at a value of $0.075 per share and on the
basis of a 360-day year and shall accrue and compound
monthly. The Company may prepay the
Notes at any time and from time to time without penalty. Payment of
the obligations under the Notes may be accelerated, in general,
upon any of the following events: (i) an uncured failure to pay any
amount under the Notes when due; (ii) an uncured breach by the
Company of its obligations under any of the offering documents;
(iii) a material breach by the Company of its representations and
warranties contained in the offering documents; (iv) certain
material judgments are rendered against the Company; and (v) the
occurrence of certain voluntary and involuntary bankruptcy
proceedings.
Item 3.02
Unregistered Sales of Equity Securities.
The Company agreed to issue the Notes and Shares to the Purchaser,
Additional Purchaser and Board Member in reliance upon the
exemption from registration under Section 4(a)(2) of the Securities
Act of 1933, as amended, and Rule 506 of Regulation D promulgated
thereunder. The information disclosed in Items 1.01 and 2.03 is
incorporated into this Item 3.02 in its
entirety.
Item 9.01
Financial Statements and
Exhibits
(d) Exhibits
Exhibit No. Description
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Form of Securities Purchase
Agreement
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Form of Secured Convertible Promissory Note
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Form of Security Agreement
Guaranty of Obligation
Subordination and Intercreditor Agreement
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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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MEDITE
CANCER DIAGNOSTICS, INC.
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Date:
February 12, 2018
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By:
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/s/ Stephen Von Rump
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Stephen
Von Rump
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Chief
Executive Officer
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EXHIBIT 10.1
Form of
Securities Purchase Agreement
EXHIBIT
10.2
Form of
Secured Convertible Promissory Note
EXHIBIT
10.3
Form of
Security Agreement
EXHIBIT
10.4
Form of
Guaranty of Obligation
EXHIBIT
10.5
Form of
Subordination and Intercreditor Agreement