Item 2.01 Completion of Acquisition or Disposition of Assets

          On July 10, 2014, MGC Diagnostics Corporation, through its newly established wholly owned subsidiary, MGC Diagnostics Belgium S.P.R.L., a private limited liability company, (collectively “MGC Diagnostics” or the “Company”) entered into a Stock Purchase Agreement to acquire 100% of MediSoft SA (“MediSoft”). MediSoft, based in Sorinnes, Belgium, was a privately held manufacturer of cardiorespiratory diagnostics products that was owned by Guy Martinot and Jean-Benoit Martinot (the “MediSoft Shareholders”). MediSoft has operating subsidiaries in France, Germany and Italy

          The Company completed the MediSoft acquisition on August 1, 2014.

          MGC Diagnostics acquired MediSoft for total cash consideration of €5.8 million ($7.8 million). In addition, at closing, MGC Diagnostics issued to the MediSoft Shareholders warrants (the “Warrants”) to purchase 168,342 shares of MGC Diagnostics common stock at a price of $7.96 per share. The value of the Warrants is approximately €314,000 ($421,000). The Warrants have a three-year term expiring on August 1, 2017.

          Of the total cash consideration, approximately €4.1 million ($5.5 million) was paid to the MediSoft Shareholders to purchase the MediSoft stock and approximately €1.7 million ($2.3 million) is being used to retire existing MediSoft indebtedness. At December 31, 2013, MediSoft had tangible assets of approximately €4.3 million ($5.9 million), including building and fixed assets of approximately €2.0 million ($2.7 million) and cash, accounts receivable and inventory of approximately €2.3 million ($3.2 million).

          As previously disclosed, in connection with the MediSoft acquisition, on July 24, 2014, MGC Diagnostics entered into a $7.0 million credit facility with BMO Harris Bank N.A. This credit facility includes a five-year, $4.0 million term loan and a one-year, $3.0 million revolving credit facility. The $4.0 million term loan was funded on July 24, 2014. In addition to the term loan proceeds, MGC Diagnostics used $3.8 million of its available cash to fund the total cash consideration of $7.8 million, leaving approximately $7.0 million of cash available post-transaction.

Item 2.02 Results of Operations and Financial Condition

          In connection with the issuance of the press release announcing the closing of the MediSoft acquisition, MGC Diagnostics disclosed that as of August 1, 2014, its cash position, after completion of the MediSoft acquisition was approximately $7.0 million. In addition on that date, the Company had $4.0 million in long-term debt pursuant to the credit facility described above. The Company will report its complete financial position as of July 31, 2014, and August 1, 2014, when it reports its results for the three and nine months ended July 31, 2014.

Item 3.02 Unregistered Sales of Equity Securities

          As noted above, in connection with the MediSoft acquisition, the Company issued the two MediSoft Shareholders three-year Warrants to purchase a total of 168,342 shares at a price of $7.96 per share. Each of the MediSoft Shareholders is an accredited investor and the issuance of the Warrant is exempt pursuant to Section 4(2) of the Securities Act of 1933.

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