Attached files
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| EX-4.5 - FOURTH AMENDMENT TO MODIFICATION AGREEMENT - H-CYTE, INC. | ex4-5.htm |
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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): December 1, 2016
MEDOVEX CORP.
(Exact
name of registrant as specified in its charter)
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Nevada
(State
or other jurisdictionof incorporation)
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001-36763
(CommissionFile
Number)
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46-3312262
(I.R.S.
EmployerIdentification No.)
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1950 Airport Road Suite A
Atlanta, Georgia 30341
(Address
of principal executive offices)
(Zip
Code)
(844)
633-6839
(Registrant’s
telephone number, including area code)
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:
☐
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))
Item 1.01. Entry into a
Material Definitive Agreement.
Medovex Corp. (the
"Company"),
Steve Gorlin, a Director and the Co-Chairman of the Board of the
Company, Jesse Crowne and NADG Investment LLLP
(“NADG”)
entered into a Fourth Amendment to the Modification Agreement dated
effective as of December 1, 2016 (the “Fourth
Amendment”), which
modified and amended that certain Modification Agreement
dated February 16, 2016, as amended by the Second Amendment to the
Modification Agreement dated March 25, 2016, and as further amended
by the Third Amendment to the Modification Agreement dated November
1, 2016 (the “Modification
Agreement”).
Prior to entering into
the Fourth Amendment, Mr. Gorlin was obligated under the
Modification Agreement to purchase from the Company 571,429
shares of Common Stock at a purchase price of $1.75 per share
(resulting in an aggregate purchase price of $1,000,000) (the
“Additional
Shares”) on or prior to December 1, 2016.
Pursuant to the Fourth
Amendment, Mr. Gorlin (i) assigned to NADG the obligation to
purchase 142,857 of the Additional Shares, for a total purchase
price of $250,000, and (ii) assigned to Mr. Crowne the obligation
to purchase 114,286 of the Additional Shares, for a total purchase
price of $200,000, in each case upon the terms and subject to the
conditions of the Modification Agreement, as amended by the Fourth
Amendment. Mr. Gorlin retained the obligation to purchase 314,286
of the Additional Shares, for a total purchase price of
$550,000.
The
purchase of the Additional Shares by NADG, Mr. Crowne, and Mr.
Gorlin has been completed, such that the Company received an
aggregate of $1,000,000 in exchange for the issuance of an
aggregate of 571,429 shares at a price of $1.75 per
share.
In
exchange for entering into the Fourth Amendment, Mr. Gorlin (i)
assigned to NADG the right to purchase 62,500 shares of Common
Stock of the Company by assignment of a portion of that certain
Warrant to Purchase Common Stock dated November 9, 2015 issued by
the Company to Mr. Gorlin, a copy of which was attached as Exhibit
10.2 to the Company’s Form 10-Q/A filed on November 20, 2015
(as modified by the Modification Agreement, the “Gorlin Warrant”), and
(ii) assigned to Mr. Crowne the right to purchase 50,000 shares of
Common Stock of the Company by assignment of a portion of the
Gorlin Warrant.
The
foregoing summary of the Fourth Amendment is qualified in its
entirety by reference to the copy of the amendment included as
Exhibit 4.5 to this Current Report on Form 8-K and incorporated
herein by reference.
Item
9.01. Financial Statements and
Exhibits.
(d)
Exhibits
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Exhibit
No.
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Description
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4.5
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Fourth
Amendment to Modification Agreement by and between the Company and
Steve Gorlin, NADG Investment LLLP, and Jesse Crowne dated November
30, 2016
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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.
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MEDOVEX CORP.
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By:
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/s/
Jarrett Gorlin
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Jarrett Gorlin
Chief Executive Officer
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Date:
December 6,
2016
EXHIBIT INDEX
TO CURRENT REPORT ON FORM 8-K
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Exhibit
No.
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Description
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4.5
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Fourth
Amendment to Modification Agreement by and between the Company and
Steve Gorlin, NADG Investment LLLP, and Jesse Crowne dated November
30, 2016
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