Current Report Filing (8-k)
October 16 2018 - 5:00PM
Edgar (US Regulatory)
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)
October 11,
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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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 Material Definitive
Agreement.
From October 11, 2018 through October 15, 2018, MEDITE Cancer
Diagnostics, Inc., (the “Company”) entered into and
closed Securities Purchase Agreements (collectively the
“Purchase Agreements”) with three (3) accredited
investors (“Purchasers”), pursuant to which the
Company agreed to issue to the Purchasers secured promissory notes
in the aggregate principal amount of $870,000 (the collectively 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 (collectively the
“Security Agreements”) 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 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 were issued an
aggregate amount of 11,600,000 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 Agreements 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
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.
Item 9.01 Financial Statements and
Exhibits
(d) Exhibits
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Exhibit
No.
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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
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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 16, 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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Medite Cancer Diagnostics (CE) (USOTC:MDIT)
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