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
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Date
of report (Date of earliest event reported)
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February 13,
2018
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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):
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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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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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement.
From February 13, 2018, through February 16, 2018, MEDITE Cancer
Diagnostics, Inc., (the “Company”) consummated the
closing of Securities Purchase Agreements (the “Purchase
Agreements”) with two (2) accredited
investor (“Purchasers”), pursuant to which the
Company issued to the Purchasers secured promissory notes in the
aggregate principal amount of $150,000 (the “Notes”)
The Notes mature on the 60th month anniversary date following the
Closing Date, as defined in the Notes (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 Notes are
secured by security agreements (the “Security
Agreements”) and shall represent perfected senior liens 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 Notes shall bear interest at a rate of 12% per annum. In
addition, and in accordance with the terms of the Purchase
Agreements, the Purchasers are to be issued 2,000,000 shares of the
Company’s restricted common stock at 0.075 per share (the
“Shares”). The Purchasers shall have piggy-back
registration rights with respect to the Shares.
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 were filed as
Exhibits to the Company’s Form 8K filed on February 12,
2018.
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 closed Purchase Agreements with the Purchasers as of
the dates set forth in Item 1.01 pursuant to which it agreed to
issue the Notes, Shares and Security Agreements to the Purchasers.
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 Purchasers
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.
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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Date:
February 20, 2018
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MEDITE CANCER
DIAGNOSTICS, INC.
By:
/s/ Stephen Von
Rump
Stephen
Von Rump
Chief
Executive Officer
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