Attached files
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 7, 2016
MEDOVEX CORP.
(Exact
name of registrant as specified in its charter)
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.
On December 7, 2016,
Medovex Corp., a Nevada corporation (the “Company”),
Streamline, Inc., a Minnesota corporation and wholly-owned
subsidiary of the Company (“Streamline”),
Skytron, LLC, a Delaware limited liability company
(“Skytron”),
and, solely for purposes of the noncompetition covenants therein,
Messrs. Peter Blankenship and Sam Blankenship, entered into a
definitive Asset Purchase Agreement (the “Purchase
Agreement”), pursuant to
which Streamline agreed to sell substantially all of its assets to
Skytron (the “Divestiture”)
in consideration for (i) Skytron’s assumption of certain
liabilities of Streamline and (ii) Skytron’s payment to
Streamline of the following cash consideration:
●
$500,000 cash (the
“Initial
Payment”), payable by
Skytron to Streamline immediately upon the consummation of the
Divestiture (the “Closing”);
●
$150,000 cash, payable by Skytron to Streamline on or before
January 1, 2018; and
●
for each of the
calendar years ending December 31, 2018 and December 31, 2019 (each
such calendar year, a “Contingent
Period”), a contingent
payment in cash (each, a “Contingent
Payment”) equal to five
percent (5%) of the total net sales received by Skytron from the
sale of “IV suspension system” products in excess of
100 units during each Contingent Period, with each such Contingent
Payment payable by Skytron to Streamline by no later than March
31st of the year following each Contingent Period;
provided,
however, that the total
aggregate amount of all Contingent Payments owed by Skytron to
Streamline for all Contingent Periods will not exceed
$850,000.
The Closing occurred immediately following the execution of the
Purchase Agreement, on December 7, 2016. The Initial Payment was
received by Streamline on December 8, 2016.
The
Company also issued a Press Release on December 12, 2016 announcing
the completion of the Divestiture,
which is attached hereto as Exhibit 99.1 and is incorporated herein
by reference.
The
Purchase Agreement contains customary representations and
warranties that the Company and Streamline, on the one hand, and
Skytron, on the other hand, made to each other as of specific
dates, as well as customary covenants and agreements, including
with respect to noncompetition, confidentiality, and post-Closing
transitional matters. The Purchase Agreement also contains
customary indemnification provisions, including indemnification for
misrepresentations, breaches of warranties, and failure to perform
covenants and agreements under the Purchase Agreement. The
assertions embodied in the representations and warranties of the
parties were made solely for purposes of the Purchase Agreement,
and may be subject to important qualifications and limitations
agreed to by the parties in connection with negotiating its terms.
Moreover, the representations and warranties are subject to a
contractual standard of materiality that may be different from what
may be viewed as material to shareholders, and the representations
and warranties may have been used to allocate risk between the
Company and Streamline, on the one hand, and Skytron, on the other
hand, rather than establishing matters as facts. Shareholders of
the Company are not third-party beneficiaries under the Purchase
Agreement and should not rely on the representations, warranties
and covenants or any descriptions thereof as characterizations of
the actual state of facts or condition of the Company or its
subsidiaries. Moreover, information concerning the subject matter
of the representations and warranties may change after the date of
the Purchase Agreement, which subsequent information may or may not
be fully reflected in the Company’s public
disclosures.
The
foregoing description of the Purchase Agreement is not complete and
is qualified in its entirety by reference to the full text of the
Purchase Agreement, which is filed as Exhibit 2.1 to this Current
Report on Form 8-K (this “Report”), and is
incorporated into this Item 1.01 by reference.
Item
2.01. Completion of
Acquisition or Disposition of Assets.
The
information provided in Item 1.01 of this Report is
incorporated by reference into this Item 2.01.
Forward-looking Statements
This
Report contains forward-looking statements that involve risks,
uncertainties and assumptions. If such risks or uncertainties
materialize or such assumptions prove incorrect, the results of the
Company and its consolidated subsidiaries, if any, could differ
materially from those expressed or implied by such forward-looking
statements. All statements other than statements of historical fact
are statements that could be deemed forward-looking statements.
Risks, uncertainties and assumptions include those risks described
in the Company’s reports filed with the U.S. Securities and
Exchange Commission, including but not limited to the risks
described in the Company’s Annual Report on Form 10-K
for its fiscal year ended December 31, 2015 and Quarterly Report on
Form 10-Q for the fiscal quarter ended September 30,
2016. The Company assumes no obligation, and does not intend,
to update these forward-looking statements.
Item
9.01. Financial Statements and
Exhibits.
(d)
Exhibits. The
following exhibits are filed as part of this Report:
Exhibit
No.
Description
2.1
Asset Purchase Agreement, dated December 7, 2016, among Medovex
Corp., Streamline, Inc., Skytron, LLC, and certain other parties
thereto.
99.1
Press Release dated
December 12, 2016, announcing the completion of the sale of
substantially all of the assets of Streamline, Inc. to Skytron,
LLC.
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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Name
Jarrett
Gorlin
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Title
Chief
Executive Officer
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Date:
December 12,
2016
EXHIBIT INDEX
TO CURRENT REPORT ON FORM 8-K
Exhibit
No.
Description
2.1
Asset Purchase Agreement, dated December 7, 2016, among Medovex
Corp., Streamline, Inc., Skytron, LLC, and certain other parties
thereto.
99.1
Press Release dated
December 12, 2016,
announcing the completion of the sale of substantially all of the
assets of Streamline, Inc. to Skytron,
LLC.