SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|Date of report (Date of earliest event reported)
||June 26, 2014|
(Exact Name of Registrant as Specified in
(State or Other Jurisdiction of Incorporation)
|(Commission File Number)
||(IRS Employer Identification No.)|
|500 Linden Oaks, Rochester, New York
|(Address of Principal Executive Offices)
(Registrant’s Telephone Number, Including
(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))
INFORMATION TO BE INCLUDED IN THE REPORT
Section 1 - Registrant’s Business
Item 1.01 Entry into a Material Definitive
On June 26, 2014, VirtualScopics,
Inc., (the "Company" or “VirtualScopics”) entered into an Alliance Framework Agreement (the "Framework
Agreement") and Master Subcontract Agreement with IXICO Technologies Limited (“IXICO”) as part of a strategic
alliance between the two companies. The Framework Agreement provides a framework under which the parties will work to provide imaging
contract research services related to clinical trials of drugs and medical devices across a range of therapeutic areas and modalities.
For projects awarded under the alliance, one party will generally be the lead and the other will provide imaging services as a
subcontractor. This will depend upon, among other things, existing contacts and the therapeutic area of the project. Generally,
VirtualScopics will be the service provider for oncology projects and IXICO will be the service provider for neuroscience projects.
As part of the alliance, IXICO will use space at VirtualScopics’ new office in New Hope, Pennsylvania.
Framework Agreement has a one-year term with automatic one year renewals. Either party may terminate the Agreement for any reason
on at least 30 days’ notice. Either may also terminate for cause due to a material breach not cured within 30 days. The Framework
Agreement may also be terminated immediately if an insolvency event occurs. In the event of termination, each party agrees for
120 days not to solicit any opportunities the other party brought to the alliance. Upon notice
of termination, existing work orders shall continue and the parties shall generally continue to pursue any awards and proposals
received prior to notice of termination.
Subcontract Agreement sets forth the terms and conditions under which each party will subcontract the provision of certain services
to the other for imaging contract research projects awarded under the alliance. The Subcontract Agreement has an indefinite term,
but may be terminated for any reason on at least 30 days’ notice, provided that such termination does not occur before termination
of the Framework Agreement. On termination, any uncompleted work orders and rights and obligations
of the parties under the agreement regarding any work orders will generally continue.
The foregoing summary
description of the Framework Agreement and Subcontract Agreement does not purport to be complete and is qualified in its entirety
by reference to the Framework Agreement and Subcontract Agreement, both of which the Company expects to file as exhibits to its
Quarterly Report on Form 10-Q for the quarter ended June 30, 2014.
Section 8 – Other Events
Item 8.01 Other Events.
On June 27, 2014, the
Company issued a press release announcing the entry into the Framework Agreement. A copy of the press release is attached as Exhibit
99.1 to this current report on Form 8-K.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statement and Exhibits
99.1 Press Release, dated June 27, 2014
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.
|Date: July 2, 2014
||/s/ James Groff|
||Acting Chief Financial Officer|
||Press Release, dated June 27, 2014|