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
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Date of
report (Date of earliest event reported):
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September 25,
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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10524 Moss Park Rd., Ste. 204-357
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Orlando,
FL
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32832
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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 Definitive Material Agreement.
On September 25, 2018, the Company entered into a Second Amendment
to Forbearance Agreement with GPB DEBT HOLDING II, LLC
(“Lender”), whereby the Lender agreed to forbear its
exercise of registration rights pursuant to Section 4.9 of
the Securities Purchase Agreement dated September 26, 2017
(“SPA”), until November
30, 2018.
Item 5.02 Departure of Directors or Principal Officers, Election of
Directors, Appointment of Principal Officers.
On September 25, 2018, the Board of Directors (the
“Board”) of MEDITE Cancer Diagnostics, Inc. (the
“Company”) accepted the resignation of Stephen Von Rump
as Interim Chief Financial Officer of the Company. Mr. Von Rump
will continue to serve as the Chief Executive Officer, President
and Director of the Company.
On September 25, 2018, the Board appointed Gary Pickett to the
position of Chief Financial Officer of the Company to serve until
his resignation or termination. Mr. Pickett entered into an
Employment Agreement with the Company on September 25, 2018,
whereby he will receive an initial annual salary of $90,000, which
shall be increased to $120,000 per year commencing on January 1,
2019. Mr. Pickett’s Employment Agreement shall continue until
August 30, 2020 unless sooner terminated or extended. Mr. Pickett
shall be eligible to participate in the Company’s Stock
Option Plan, and Options shall be issued to Mr. Pickett within 30
days from the date of the Employment Agreement in an amount to be
determined by the Board. Mr. Pickett shall also be eligible for
annual bonuses based upon criteria established by the
Board.
Gary Pickett, Age 67, Chief Financial Officer
Gary
Pickett has over 38 years management experience including 11 years
as a Chief Financial Officer, 3 in a private company and 8 years in
a microcap publicly traded medical manufacturing company. As a CFO
he was responsible for raising equity, debt refinancing, financial
analysis and reporting to the board plus management and investors.
From June 2015 through April 2018, Mr. Pickett served as Chief
Financial Officer of Apex Executive Jet Center located
in Melbourne Florida. He was responsible for planning, forecasting,
cash management and financial reporting results to Board and
Company President, and he was also responsible for funding,
reporting and managing and successfully completing a $3.6 million
new hangar development. From March 2006 through June 2014, Mr.
Pickett served as Chief Financial Officer to Bovie Medical
Corporation located in Clearwater, Florida. He was responsible for
all the financial requirements of the Company including, but not
limited to, SEC reporting, banking relationships and raising
capital, internal controls in accordance with Sarbanes-Oxley and
reporting the financial results to the Board of Directors and
management. Mr. Pickett’s achievements while at Bovie Medical
Corporation included successful completion of two equity raises of
$3 million and $7 million, negotiation and completion of asset
purchase agreement of Canadian operations, and the successful
completion of an Industrial Revenue Bond financing and multiple
bank re-financing. From October 2003 through June 2005, Mr. Pickett
serves as Vice President and Corporate Controller of Progress Rail
of Albertville, Alabama, From December 2000 through October 2003,
Mr. Pickett serves as Director of Financial Operations for Progress
Energy of Raleigh, North Carolina. From April 1984 through December
2000, Mr. Pickett served in various management positions for
Florida Power Corporation of St. Petersburg, Florida. From 1981
through April 1984, Mr. Pickett served as an Auditor for Grant
Thornton of St. Petersburg, Florida. From November 1974 through
February 1979, Mr. Pickett served as a Field Artillery Officer for
the United States Army at Fort Polk, Louisiana. Mr. Pickett has a
BS Degree in Social Science Education from the University of North
Dakota. He has a BS Degree in Accounting from Florida State
University and an MBA in Finance and Accounting from the University
of Tampa. Mr. Pickett is a Certified Public Accountant and a
Certified Internal Auditor. Except for Bovie Medical Corporation,
Mr. Pickett has not served as an officer or director to any company
required to file reports with the Securities and Exchange
Commission.
Item 9.01 Financial
Statements and Exhibits
(d) Exhibits
Exhibit No. Description
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Form of
Second Amendment to Forbearance Agreement
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Form of
Gary Pickett Employment Agreement
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Resignation
Letter of Stephen Von Rump
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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:
October 1, 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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