Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of
report (Date of earliest event
reported)
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May
4, 2017
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MEDITE CANCER DIAGNOSTICS, INC.
(Exact
Name of Registrant as Specified in Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
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000-00935
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36-4296006
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(Commission
File Number)
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(IRS
Employer Identification No.)
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4203 SW 34th St.
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Orlando,
FL
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32811
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(407)
996-9630
(Registrant’s
telephone number, including area code)
(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))
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
On May 4, 2017, the Board
of Directors (the “Board”) of MEDITE Cancer
Diagnostics, Inc. (the “Company”) accepted the
resignation of Michaela Ott as Chief Operating Officer of the
Company, effective immediately. Further, the Board accepted Ms.
Ott’s resignation from her position as Managing Director of
the Company’s wholly-owned subsidiary, Medite GmbH, as well
as managing director of CytoGlobe GmbH, Burgdorf, a wholly owned
subsidiary of Medite GmbH, effective immediately. Ms. Ott shall
further resign from her position as Managing Director of Medite
GmbH, Austria, also a wholly-owned subsidiary of Medite GmbH,
effective no later than September 30, 2017. Ms. Ott will remain a
Director of the Company. Ms. Ott’s resignations do not arise
from any disagreement on any matter relating to the Company’s
operations, policies or practices, or regarding the general
direction of the Company or any of its subsidiaries. Ms. Ott shall
take all her remaining holiday leave with no further obligation to
render services to the Company or its subsidiaries and shall
receive her monthly remuneration of EUR 10,000 through September
30, 2017. The Company agrees to pay to Ms. Ott outstanding accrued
compensation due to her in the amount of EUR 75,098.16, to be paid
in eighteen (18) monthly installments of EUR 4,172.12 commencing
October 31, 2017, and at the end of each subsequent month
thereafter until paid in full. Further, the Company agrees that
upon achieving annual revenue of EUR 15,000,000 by no later than
December 31, 2020, the Company shall make a one- time payment to
Ms. Ott of EUR 30,000. The payment will be due one month after the
adoption of the annual financial statement for the year in which
the revenue threshold is exceeded. The Company shall repay to Ms.
Ott a loan provided by her to the Company with a current loan value
of EUR 91,136.40. Repayment of the loan shall be made in twenty
four (24) equal monthly installments of EUR 3,797.35, commencing on
October 31, 2017, and on the last day of each month thereafter
until the loan is repaid in full. Ms. Ott agrees to maintain her
personal guarantee to various financial institutions with respect
to certain financial obligations of the Company until September 30,
2017. The Company shall undertake to provide sufficient security to
these financial institutions commencing October 1, 2017, whereby
the Company shall secure the release of Ms. Ott’s personal
guarantee. The Company shall further transfer to Ms. Ott the direct
life insurance policy currently maintained by the Company for the
benefit of Ms. Ott.
Further, on May 4,
2017, the Board also accepted the resignation of Michael Ott as
Chairman of the Board, effective immediately. Mr. Ott shall remain
on the Board of Directors of the Company. Mr. Ott further resigned
as Managing Director of the Company’s wholly-owned German
subsidiary, Medite GmbH, as well as from his position as Managing
Director of CytoGlobe GmbH, Burgdorf, a wholly-owned subsidiary of
Medite GmbH, effective immediately. Mr. Ott shall resign from his
position as Managing Director of Medite sp. z. o.o., Poland, also a
wholly-owned subsidiary of Medite GmbH, effective no later than
September 30, 2017. Mr. Ott’s resignations do not arise from
any disagreement on any matter relating to the Company’s
operations, policies or practices, or regarding the general
direction of the Company or its subsidiaries. Mr. Ott shall take
all his remaining holiday leave and shall receive his monthly
remuneration of EUR 10,000 through September 30, 2017. The Company
agrees to pay to Mr. Ott outstanding accrued compensation due to
him in the amount of EUR 52,473.24, to be paid in eighteen (18)
monthly installments of EUR 2,915.18 commencing October 31, 2017,
and at the end of each subsequent month thereafter until paid in
full. Further, the Company agrees that upon achieving annual
revenue of EUR 15,000,000 by no later than December 31, 2020, the
Company shall make a one- time payment to Mr. Ott of EUR 30,000.
The payment will be due one month after the adoption of the annual
financial statement for the year in which the revenue threshold is
exceeded. Mr. Ott agrees to maintain his personal guarantee to
various financial institutions with respect to certain financial
obligations of the Company until September 30, 2017. The Company
shall undertake to provide sufficient security to these financial
institutions commencing October 1, 2017 whereby the Company shall
secure the release of Mr. Ott’s personal guarantee. The
Company shall further transfer to Mr. Ott the direct life insurance
policy currently maintained by the Company for the benefit of Mr.
Ott.
On May
4, 2017, the Board unanimously elected David E. Patterson, the
Company’s Chief Executive Officer and Director, to the
position of Chairman of the Board of Directors of the Company, to
serve until his resignation or removal.
On May
4, 2017, the Board thereafter, by unanimous consent, appointed
Stephen Von Rump to the position of Chief Commercialization and
Strategy Officer of the Company to serve until such time as his
removal or resignation. Mr. Von Rump was further appointed to the
positions of Managing Director of Medite GmbH and Cytoglobe GmbH
until such time as his resignation or termination. Mr. Von Rump
shall receive an annual base salary of $120,000. He shall also be
granted 200,000 shares of restricted common stock of the Company
(the “Stock”). The Stock
will vest in three (3) equal installments on the first three
(3) annual anniversary dates of Mr. Von Rump’s appointment,
so long as he remains employed by the Company through each such
vesting date. Mr. Von Rump shall also be entitled to annual
performance bonuses of not less than $60,000 which shall be
prorated for the year 2017, benefits and vacation in accordance
with the Company’s current policy.
Stephen
Von Rump. Age 59, Chief Commercialization and Strategy
Officer/Managing Director of Medite GmbH
Stephen
Von Rump is Chief Commercialization and Strategy Officer for MEDITE
Cancer Diagnostics in the U.S., and Managing Director of the
Company’s wholly-owned subsidiaries, Medite GmbH and
Cytoglobe GmbH, located in Germany. He has a broad operational
background including experience in R&D for software, electronic
and mechanical development, manufacturing, technical service,
project and quality management, intellectual property, regulatory
activities, sales and marketing, and finance. Mr. Von Rump has 8
years of experience in medical device technology and telehealth
platforms, specifically focused on the remote care of elderly and
others living with chronic conditions. He has extensive
international experience, leading and working with companies in
Europe, Asia and North America.
Mr. Von
Rump has founded/cofounded several companies including Giraff
Technologies in Sweden, which developed the world’s first
comprehensive remote care platform to include fully mobile
telepresence; and BeHere Corporation in the U.S., a 360o videoconferencing
and collaboration platform. He was formally the CEO of VTEL, then
the second largest videoconferencing provider in the world
including a global telemedicine practice.
Mr. Von
Rump is a designated “expert” with the European
Commission in the health technology sector, evaluating R&D
funding proposals for the Horizon 2020 Programme. He is a veteran
of four multi-national grant projects in the EU, and through these
projects has twice won the AAL Forum’s annual Innovation
Award. He holds an M.S. Electrical Engineering degree from
Washington University in the U.S.
Mr. Von
Rump has served as an officer and/or director of the following
companies required to file reports with the Securities and Exchange
Commission:
MCI
Corporation – Vice President (1995-1998)
Digital
Link – Director (1998-1999)
VTel
Corporation –CEO and Director (1999-2001)
On May
4, 2017, the Board thereafter, by unanimous consent, appointed Jeff
Rencher to the position of Chief Marketing and Business Development
Officer of the Company to serve until such time as his removal or
resignation. Mr. Rencher shall receive an annual base salary of
$120,000. He shall also be granted 150,000 shares of restricted
common stock of the Company (the
“Stock”). The Stock will vest in three (3) equal
installments on the first three (3) annual anniversary dates of Mr.
Rencher’s appointment, so long as he remains employed by the
Company through each such vesting date. Mr. Rencher shall also be
entitled to annual performance bonuses of not less than $60,000
which shall be prorated for the year 2017, benefits and vacation in
accordance with the Company’s current policy.
Jeff
Rencher, Age 49, Chief Marketing and Business Development
Officer
Mr. Jeff Rencher has
worked in the medical device industry for twenty four years.
He began as a surgical device representative in 1993 and in 2000,
joined Gyrus Medical-ACMI (GYG, LSE) , currently Olympus Surgical,
as a direct representative and subsequently promoted to Regional
Director. In 2004 he was recruited by the Board of Directors
of Inlet Medical/Carter Thomason, in Minneapolis, MN as Vice
President of Sales. Following the acquisition of Inlet
Medical by Cooper Surgical, Mr. Rencher was tasked to head the
sales and marketing efforts of Opticon Medical which was acquired
in 2010. He joined Bovie Medical Corp. (BVX, AMEX) in 2010 as
Vice President of Sales and Marketing for Surgical Products.
Throughout his career he has been tasked to build national and
international sales forces, create marketing material, coordinate
medical studies with leading physicians, and generate new sales
through the sales channels he has developed over his multiple years
in the industry. He has extensive national and international
relationships with physicians, hospital administration, and medical
industry associates. Mr. Rencher is 49 years old and holds a
BS in Biology from Tulane University, an Emergency Medical
Technician Certificate, has completed a course in Medical Industry
Management at St. Thomas University and is named on four U.S.
issued patents related to medical devices. Except as set forth
above, Mr. Rencher has not served as an officer and/or director of
any company required to file reports with the Securities and
Exchange Commission.
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Item
9.01 Financial Statements and Exhibits
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Exhibit
No.
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Description
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10.1
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Executive Employment Agreement for
Stephen Von Rump
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10.2
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Executive Employment Agreement of
Jeff Rencher
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99.1
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Resignation Letter of Michaela Ott
dated May 4, 2017
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99.2
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Resignation Letter
of Michael Ott dated May 4, 2017
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99.3
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Press Release
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SIGNATURES
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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MEDITE
CANCER DIAGNOSTICS, INC.
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Date:
May 10, 2017
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By:
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/s/ David E. Patterson
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David
E. Patterson
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Chief
Executive Officer
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