Attached files
| file | filename |
|---|---|
| EX-99.1 - Vyteris Holdings (Nevada), Inc. | v196850_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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): September 12, 2010
Vyteris,
Inc.
(Exact
Name of Registrant as Specified in its Charter)
|
Nevada
|
000-32741
|
84-1394211
|
||
|
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
||
|
13-01
Pollitt Drive, Fair Lawn, NJ
|
07410
|
|||
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|||
Registrant’s telephone
number, including area code (201) 703-2299
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):
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
|
|
o
|
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 September 12, 2010, Vyteris, Inc.
(“Registrant”) executed an Agreement and Plan of Merger (the “Merger Agreement”)
by and among MediSync BioServices, Inc., a Delaware corporation (“MediSync”),
Registrant and a newly created subsidiary of Registrant (the “Merger Sub“),
pursuant to which the Merger Sub will be merged with and into MediSync, with
MediSync continuing as the surviving corporation and a wholly-owned subsidiary
of Registrant (the “Merger”). Registrant’s Board of
Directors previously approved Registrant’s entry into the Merger
Agreement. As a result of the Merger, the business of MediSync will
be wholly owned and operated by Registrant.
The
following is a summary of certain of the terms and conditions set forth in the
Merger Agreement. A copy of the Merger Agreement is attached hereto
as Exhibit 99.1.
Purchase
Price
Subject to the terms and conditions set
forth in the Merger Agreement, Registrant has agreed to pay the following
consideration to the holders of debt and equity securities of MediSync in
connection with the Merger:
· To the
holders of MediSync Common Stock, five (5) shares of Registrant Common Stock for
each share of MediSync Common Stock .
· To the
holders of convertible notes and other indebtedness of MediSync, five (5) shares
of Registrant Common Stock for each $1.00 of MediSync debt.
· To the
holders of MediSync warrants, warrants to purchase five (5) shares of Registrant
Common Stock, at a $0.20 exercise price, for each warrant to purchase
(i) a share of MediSync Common Stock and (ii) $1 of convertible note to be
issued by MediSync.
· To
the holders of MediSync options, options to purchase five (5) shares of
Registrant Common Stock for each option to purchase a share of MediSync Common
Stock.
In total,
(i) 25,031,253 shares of Registrant Common Stock, with an aggregate value of
$14,768,439 (based upon a per share closing price of Registrant Common Stock on
September 15, 2010, of $0.59 per share) shall be issued to holders of MediSync
Common Stock, convertible notes and other indebtedness, (ii) warrants to
purchase 2,090,000 shares of Registrant Common Stock shall be issued to holders
of MediSync warrants and (iii) options to purchase 1,010,250 shares of
Registrant Common Stock shall be issued to holders of MediSync
options.
Board
Seats
Subject to the terms and conditions set
forth in the Merger Agreement, the parties agreed that upon consummation
of the Merger, two current MediSync directors shall be appointed to the Vyteris
Board of Directors.
Closing
Conditions and Closing
The parties have made customary
representations, warranties, covenants and indemnification provisions in the
Merger Agreement. The parties’ obligations to consummate the closing of the
Merger are subject to certain closing conditions, including stockholder
approval, and there can be no assurance that the Merger will be
consummated. In addition, the Merger Agreement contains certain
termination rights for both parties. Registrant anticipates that
closing of the Merger will occur on or before November 15, 2010 if all closing
conditions of both Registrant and MediSync are met.
Item
3.02 Unregistered Sales of Equity Securities
On September 12, 2010, Registrant
entered into the Merger Agreement providing for the issuance of Registrant
Common Stock upon the terms and conditions of the Merger Agreement. See Item
1.01 above. The issuance of the Registrant Common Stock will be made in reliance
on the private placement exemption from the registration requirements of the
Securities Act of 1933, as amended, provided by Section 4(2)
thereof.
Item
9.01 Exhibits
|
99.1
|
Agreement
and Plan of Merger (the “Merger Agreement”) by and among MediSync
BioServices, Inc., a Delaware corporation (“MediSync”), Registrant and a
newly created subsidiary of
Registrant.
|
SIGNATURE
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.
|
VYTERIS,
INC.
|
|||
|
By:
|
/s/ Joseph
Himy
|
||
|
Name:
Joseph Himy
|
|||
|
Title:
Chief Financial Officer
|
|||
Dated: September
16, 2010
LIST
OF EXHIBITS
|
99.1
|
Agreement
and Plan of Merger (the “Merger Agreement”) by and among MediSync
BioServices, Inc., a Delaware corporation (“MediSync”), Registrant and a
newly created subsidiary of
Registrant.
|