Attached files
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| EX-99.2 - PRESS RELEASE - H-CYTE, INC. | ex99-2.htm |
| EX-99.1 - PRESS RELEASE - H-CYTE, INC. | ex99-1.htm |
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): August 21,
2017
MEDOVEX CORP.
(Exact
Name of Registrant as Specified in Charter)
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Nevada
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333-198621
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46-3312262
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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3060
Royal Blvd South, Suite 150
Alpharetta,
Georgia
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30022
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (844) 633-6839
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Copies
to:
Harvey
Kesner, Esq.
Arthur
S. Marcus, Esq.
Sichenzia
Ross Ference Kesner LLP
61
Broadway, 32nd Floor
New
York, New York 10006
(212)
930-9700
(212)
930-9725 (fax)
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))
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17
CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR 240.12b-2) ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Item
5.02
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
On
August 16, 2017, Jeffrey Wright resigned from his position as Chief
Financial Officer of the Company. The resignation is not in
connection with any known disagreement with the Company on any
matter relating to the Company’s operations, policies or
practices. Mr. Wright will remain with the Company as its
Controller which will be deemed to be an executive officer
position..
On
August 16, 2017, the Board appointed Charles Farrahar to serve as
the Company’s Chief Financial Officer, effective August 16,
2017. Currently, Mr. Farrahar will continue with his $40,000 per
year salary and will be eligible to
participate in the Company’s bonus and stock option
programs.
Charles Farrahar
Charlie
Farrahar is a Certified Public Accountant with over 30 years of
managerial finance, administration, human resource and risk
management experience in the public, private and non-profit
sectors. Mr. Farrahar was the first Chief Financial Officer of the
Company from its inception in 2013 through its initial public
offering. He remained with the Company as its Secretary, only, from
January 2015 until August 16, 2017, when he agreed to resume the
CFO role. Mr. Farrahar currently serves as Chief Financial Officer
for several small private biotech companies in the research and
development stage. In 2013, he joined a private governmental
assistance startup as its CFO and Director of Human Resources,
helping with the sale of that company to a private entity in 2011
after it had grown to a multi-state operation with over 400
employees. In the late 1990’s, he was CFO of Credit Depot
Corp. (a Nasdaq listed entity).
In
addition on August 16, 2017, Mr. Steve Gorlin resigned as a
Director of the Company and as the Co-Chairman of the Board. On
August 16, 2017, Mr. Jesse Crowne was appointed to the Board to
fill the vacancy and as the Executive Co-Chairman of the
Board.
Jesse Crowne
Jesse
Crowne has been acting as a Vice President of Business Development
for the Company since January 2015. Mr. Crowne has been a Managing
Partner at Gorlin Companies, a healthcare focused single family
office specializing in founding and funding early ventures since
July 2015. Between August 2015 and January 2017, Mr. Crowne has
been the President of Vavotar Life Sciences, a private clinical
stage biotechnology company developing antibody directed oncology
products. Since 2016, Mr. Crowne has served as an Adjunct Professor
at Westminster College teaching a course on financing new ventures
to MBA students. From October 2013 to March 2014, he was the
Co-Founder of Virtual Clinic Trials, LLC, a cloud based document
management solution for clinical trials until it was sold to Global
Deal Market in 2014. From 2010 to June 2014, he was an associate at
White Pine Medical, a subsidiary of Essex Woodlands, which was a
private equity investment fund seeking late-stage medical device
opportunities.
Item 7.01
Regulation
FD Disclosure
On
August 17, 2017, the Company issued a press release announcing the
appointment of Mr. Farrahar as the Company’s Chief Financial
Officer, as set forth in Item 5.02 above. On August 21, 2017, the
Company issued a press release announcing the appointment of Jesse
Crowne as a Director and Co-Chairman. A copy of the press releases
are attached to this report as Exhibits 99.1 and 99.2,
respectively, and shall not be deemed incorporated by reference
into any of the Company’s registration statements or other
filings with the SEC, except as shall be expressly set forth by
specific reference in such filing.
The
information contained in this Current Report on Form 8-K shall not
be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the
“Exchange Act”),
or incorporated by reference in any filing under the Securities Act
or the Exchange Act, except as shall be expressly set forth by
specific reference in such a filing. The furnishing of the
information in this Current Report on Form 8-K is not intended to,
and does not, constitute a representation that such furnishing is
required by Regulation FD or that the information contained in this
Current Report on Form 8-K constitutes material investor
information that is not otherwise publicly available.
The
Securities and Exchange Commission encourages registrants to
disclose forward-looking information so that investors can better
understand the future prospects of a registrant and make informed
investment decisions. This Current Report on Form 8-K and exhibits
may contain these types of statements, which are
“forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995, and which involve
risks, uncertainties and reflect the Registrant’s judgment as
of the date of this Current Report on Form 8-K. Forward-looking
statements may relate to, among other things, operating results and
are indicated by words or phrases such as “expects,”
“should,” “will,” and similar words or
phrases. These statements are subject to inherent uncertainties and
risks that could cause actual results to differ materially from
those anticipated at the date of this Current Report on Form 8-K.
Investors are cautioned not to rely unduly on forward-looking
statements when evaluating the information presented
within.
Item
9.01
Financial Statements
and Exhibits
(d) Exhibits.
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Exhibit No.
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Description
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99.1
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Press
Release dated August 17, 2017
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| 99.2 |
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Press
Release dated August 21, 2017
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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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Date:
August 21, 2017
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By:
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/s/
Jarrett
Gorlin
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Jarrett
Gorlin
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Chief Executive
Officer
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