Attached files
| file | filename |
|---|---|
| EX-10.1 - EX-10.1 - Medite Cancer Diagnostics, Inc. | c61652exv10w1.htm |
| EX-99.1 - EX-99.1 - Medite Cancer Diagnostics, Inc. | c61652exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported)
November 30, 2010
CytoCore, Inc.
| Delaware | 0-935 | 36-4296006 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) | ||
| 414 North Orleans Street, Suite 502, Chicago, Illinois | 60610 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrant’s
telephone number, including area code (312) 222-9550
N/A
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:
| 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 November 30, 2010, CytoCore, Inc. announced that it had entered into a Distribution
Agreement with Guangdong Prosper Channel Medicine Company LTD. (“Guangdong”), a medial device
distribution company located in China. Pursuant to the agreement, Guangdong will act as the
exclusive distributor in China of CytoCore’s SoftPap™ cervical cell collection device designed to
screen for cervical cancer.
The agreement provides for certain annual minimum purchase requirements for the products,
ranging from 400,000 units in the first 12 month period to 1,370,928 million units in the fifth
12-month period. The 12 month periods begin after registration of the SoftPap™ by China’s
Regulatory Authority. Guangdong is responsible for completing the registration. This process can
take six months to a year before registration approval is received. Prices are established for the
products and may be adjusted when issues relevant to product cost occur.
The agreement also provides that Guangdong shall use reasonable efforts to promote, distribute
and sell the products, and maintain a reasonable level of stock of the product to meet market
demands.
The agreement’s initial term is five years, and automatically renews for additional one-year
periods unless notice of termination is received by either party at least 90 days prior to the
expiration of the term. Either party has the right to terminate the agreement upon 30 days notice
in the event either party shall default in the performance of the agreement and such default has
continued for 30 days. The agreement also provides for termination by either party in the event of
a breach that remains uncured or under certain circumstances, including in the event of war,
invasion or similar occurrence in the territory, the sale or insolvency either party.
Also under the agreement, Guangdong may not sell, promote or otherwise distribute any of
Company’s products outside of its territory.
A copy of the distribution agreement is attached hereto as Exhibit 10.1, and a copy of the
press release announcing the agreement with Guangdong is attached hereto as Exhibits 99.1.
Item 9.01 Financial Statements and Exhibits.
| 10.1 | Distribution and Supply Agreement between CytoCore, Inc. and Guangdong Prosper Channel Medicine Company LTD. | ||
| 99.1 | Press release dated November 30, 2010 |
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.
| CytoCore, Inc. | ||||||
Dated: December 2, 2010
|
By: /s/ Robert F. McCullough
|
|||||
| Chief Executive Officer, Chief Financial | ||||||
| Officer and Director |