Attached files
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EX-10 - VIVOS INC | ex10-09152015_050940.htm |
EX-10 - VIVOS INC | ex10-09152015_050939.htm |
(Exact name of small business issuer as specified in its charter)
(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification No.)
(Address of principal executive offices)
(Registrant's Telephone number)
(Former Name or Former Address, if Changed Since Last Report)
On September 10, 2015, Advanced Medical Isotope Corporation (the "Company") entered into a series of transactions with Carlton M. Cadwell ("Cadwell") intended to restructure certain indebtedness owed by the Company to Cadwell in the aggregate amount of approximately $6,394,472, including all principal and accrued interest thereon (the "Restructuring"). The Restructuring included (i) the exchange of certain issued and outstanding Convertible Promissory Notes in the aggregate amount of $3,114,303, including principal and accrued interest thereunder ("Notes"), for 207,620 shares of the Company's Series A Convertible Preferred Stock ("Series A Preferred"), pursuant to the terms of an Exchange Agreement, dated September 10, 2015 (the "Exchange Agreement"); (ii) exchange of additional Notes in the aggregate amount of $2,224,637, including principal and accrued interest thereunder, for 148,309 shares of Series A Preferred; and (iii) the issuance to Cadwell by the Company of a new promissory note in the principal amount of $1,055,532 ("New Note"), which New Note shall accrue interest at the rate of 8% per annum. The New Note is payable upon demand within 30 days' written notice to the Company on or after March 31, 2017.
See Item 8.01.
The Series A Preferred and New Note were offered and sold in transactions exempt from registration under the Securities Act of 1933, as amended ("Securities Act"), in reliance on Section 3(a)(9) and/or Section 4(2) thereof, and Rule 506 of Regulation D thereunder. Cadwell represented that he was an "accredited investor" as defined in Regulation D. No proceeds were received from the issuance of the Series A Preferred and New Note.
See Exhibit Index.
The foregoing descriptions of the Exchange Agreement and New Note do not purport to be complete, and are qualified in their entirety by reference to the full text of the form of Exchange Agreement and form of New Note attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated by reference herein.
Advanced Medical Isotope Corporation |
By: | /s/ James Katzaroff |
Name: James Katzaroff | |
Title: Chief Executive Officer |
Exhibit No.
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Description
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EX-10.1
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Form of Exchange Agreement
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EX-10.2
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Form of Promissory Note
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