Check the appropriate box
to designate the rule pursuant to which this Schedule is filed:
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however,
see
the
Notes
).
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1
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NAME OF REPORTING PERSON
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Bigger Capital Fund, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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5
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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0 shares
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OWNED BY
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6
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SHARED VOTING POWER
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EACH
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REPORTING
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2,666,666 shares of Common Stock
2,666,666 shares of Common Stock issuable upon conversion of a 12% secured convertible note (the “Note”)
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PERSON WITH
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7
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SOLE DISPOSITIVE POWER
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0 shares
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8
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SHARED DISPOSITIVE POWER
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2,666,666 shares of Common Stock
2,666,666 shares of Common Stock issuable upon conversion of the Note
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,666,666 shares of Common Stock
2,666,666 shares of Common Stock issuable upon conversion of the Note
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10
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.99% *
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12
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TYPE OF REPORTING PERSON
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PN
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*
As
more fully described in Item 4, the Note is subject to a 9.99% blocker and the percentage set forth in row (11) gives effect
to such blocker. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number
of shares of Common Stock that would be issuable upon full conversion of the Note and do not give
effect to such blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person,
after giving effect to such blocker, is less than the number of securities reported in rows (6), (8) and (9).
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1
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NAME OF REPORTING PERSON
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Bigger Capital Fund GP, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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5
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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0 shares
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OWNED BY
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6
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SHARED VOTING POWER
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EACH
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REPORTING
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2,666,666 shares of Common Stock
2,666,666 shares of Common Stock issuable upon conversion of the Note
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PERSON WITH
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7
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SOLE DISPOSITIVE POWER
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0 shares
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8
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SHARED DISPOSITIVE POWER
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2,666,666 shares of Common Stock
2,666,666 shares of Common Stock issuable upon conversion of the Note
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,666,666 shares of Common Stock
2,666,666 shares of Common Stock issuable upon conversion of the Note
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10
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.99% *
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12
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TYPE OF REPORTING PERSON
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OO
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*
As
more fully described in Item 4, the Note is subject to a 9.99% blocker and the percentage set forth in row (11) gives effect
to such blocker. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number
of shares of Common Stock that would be issuable upon full conversion of the Note and do not give
effect to such blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person,
after giving effect to such blocker, is less than the number of securities reported in rows (6), (8) and (9).
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1
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NAME OF REPORTING PERSON
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Michael Bigger
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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NUMBER OF
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5
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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0 shares
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OWNED BY
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6
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SHARED VOTING POWER
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EACH
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REPORTING
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2,666,666 shares of Common Stock
2,666,666 shares of Common Stock issuable upon conversion of the Note
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PERSON WITH
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7
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SOLE DISPOSITIVE POWER
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0 shares
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8
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SHARED DISPOSITIVE POWER
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2,666,666 shares of Common Stock
2,666,666 shares of Common Stock issuable upon conversion of the Note
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,666,666 shares of Common Stock
2,666,666 shares of Common Stock issuable upon conversion of the Note
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10
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.99% *
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12
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TYPE OF REPORTING PERSON
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IN
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*
As
more fully described in Item 4, the Note is subject to a 9.99% blocker and the percentage set forth in row (11) gives effect
to such blocker. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number
of shares of Common Stock that would be issuable upon full conversion of the Note and do not give
effect to such blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person,
after giving effect to such blocker, is less than the number of securities reported in rows (6), (8) and (9).
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Item 1(a).
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Name of Issuer:
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MEDITE Cancer Diagnostics, Inc., a Delaware corporation
(the “Issuer”).
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Item 1(b).
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Address of Issuer's Principal Executive Offices:
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4203 SW 34
th
St.
Orlando, FL 32811
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Item 2(a).
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Name of Person Filing
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Item 2(b).
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Address of Principal Business Office or, if None, Residence
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Bigger Capital Fund, LP (“Bigger
Capital”)
159 Jennings Road, Suite 3000
Cold Spring Harbor, NY, 11724
Citizenship: Delaware
Bigger Capital Fund GP, LLC (“Bigger
GP”)
159 Jennings Road, Suite 3000
Cold Spring Harbor, NY, 11724
Citizenship: Delaware
Michael Bigger
159 Jennings Road, Suite 3000
Cold Spring Harbor, NY, 11724
Citizenship: USA
Each of the foregoing is referred to
as a “Reporting Person” and collectively as the “Reporting Persons.”
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Item 2(d).
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Title of Class of Securities:
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Common Stock, $0.001 par value (the “Common Stock”)
23282B403
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Item 3.
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If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person
Filing is a:
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/x/
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Not applicable.
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(a)
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/ /
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Broker or dealer registered under Section 15 of the Exchange Act.
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(b)
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/ /
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Bank as defined in Section 3(a)(6) of the Exchange Act.
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(c)
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/ /
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Insurance company as defined in Section 3(a)(19) of the Exchange Act.
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(d)
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Investment company registered under Section 8 of the Investment Company Act.
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(e)
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/ /
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
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(f)
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/ /
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
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(g)
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/ /
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
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(h)
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/ /
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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(i)
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/ /
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
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(j)
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/ /
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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(k)
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/ /
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Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
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(a)
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Amount beneficially owned:
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As of the close of business on February
12, 2018, Bigger Capital owned 2,666,666 shares of Common Stock.
Bigger GP, as the general partner of
Bigger Capital, may be deemed to beneficially own the 2,666,666 shares of Common Stock beneficially owned by Bigger Capital.
Mr. Bigger, as the managing member
of Bigger GP, may be deemed to beneficially own the 2,666,666 shares of Common Stock beneficially owned by Bigger GP.
As of the close of business on February
12, 2018, Bigger Capital holds a 12% Secured Convertible Note (the “Note”) convertible into 2,666,666 shares of Common
Stock. Bigger GP and Mr. Bigger may also be deemed the beneficial owner of the shares of Common Stock issuable upon conversion
of the Note. Such Note has an initial conversion price of $0.075 per share, subject to adjustment pursuant to the terms of the
Note. The Note is only exercisable to the extent that the holder, together with its affiliates, would not beneficially own more
than 9.99% of the outstanding Common Stock immediately after giving effect to the conversion, as such percentage ownership is determined
in accordance with the terms of the Note. As of February 12, 2018, the conversion limitation described in the prior sentence prevents
the conversion in full of the Note by Bigger Capital. Accordingly, in providing beneficial ownership described herein, the Reporting
Persons have excluded approximately 666,666 shares of Common Stock underlying the conversion of the Note.
The foregoing should not be construed
in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another
Reporting Person. Each of Bigger GP and Mr. Bigger disclaims beneficial ownership of the shares of Common Stock beneficially owned
by Bigger Capital and the filing of this statement shall not be construed as an admission that any such person or entity is the
beneficial owner of any such securities.
The following percentages are based
on 28,855,580 shares of Common Stock outstanding as of November 10, 2017, which is the total number of shares of Common Stock outstanding
as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 14, 2017 (the “Form
10-Q”), plus additional issuances of Common Stock by the Issuer subsequent to the filing of the Form 10-Q and approximately
2,000,000 Shares of Common Stock issuable upon conversion of the Note.
As of the close of business on February
12, 2018 after giving effect to the blocker described above, Bigger Capital beneficially owned approximately 9.99% of the outstanding
shares of Common Stock, and each of Bigger GP and Mr. Bigger may be deemed to beneficially own approximately 9.99% of the outstanding
shares of Common Stock.
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote
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See Cover Pages Items 5-9.
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(ii)
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Shared power to vote or to direct the vote
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See Cover Pages Items 5-9.
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(iii)
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Sole power to dispose or to direct the disposition of
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See Cover Pages Items 5-9.
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(iv)
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Shared power to dispose or to direct the disposition of
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See Cover Pages Items 5-9.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Not Applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Bigger GP and Mr. Bigger share voting
and dispositive power over the shares of Common Stock beneficially owned by Bigger Capital.
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Item 7.
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Identification and Classification of the Subsidiary That Acquired the Security Being Reported on
by the Parent Holding Company or Control Person.
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Not Applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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See Exhibit 99.1.
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Item 9.
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Notice of Dissolution of Group.
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Not Applicable.
By signing below each of
the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: February 28, 2018
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Bigger Capital Fund, LP
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Bigger Capital Fund GP,
LLC
/s/ Michael Bigger
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By:
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Bigger Capital Fund GP, LLC, its general partner
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By:
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/s/ Michael Bigger
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Managing Member
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By:
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/s/ Michael Bigger
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Michael Bigger
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Managing Member
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/s/ Michael Bigger
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Michael Bigger
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