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
Date of report (Date of earliest event reported) August
31, 2017
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 1.01 Entry into a Material Definitive Agreement.
On December 31, 2015, the Company entered into a
Securities Purchase Agreement (the “2015 Purchase
Agreement”) with seven (7) individual accredited
investors (collectively the “2015
Purchasers”), pursuant to which the Company agreed to issue
to the 2015 Purchasers secured promissory notes in the aggregate
principal amount of $500,000 with interest accruing at an annual
rate of 15% (the “2015 Note(s)”) and warrants to
purchase up to an aggregate amount of 250,000 shares of the common
stock, par value $0.001) per share, of the Company (the “2015
Warrant(s)”). The 2015 Notes matured on the
earlier of the third (3rd) month anniversary date following the
Closing Date, as defined in the 2015 Note, or the third (3rd)
business day following the Company’s receipt of funds
exceeding one million dollars ($1,000,000) from an equity or debt
financing, not including the financing contemplated under the 2015
Purchase Agreement. The 2015 Notes are secured by the
Company’s accounts receivable and inventories held in the
United States. The 2015 Warrants had an initial exercise price of
$1.60 per share, which were subject to adjustment, and are
exercisable for a period of five (5) years. If the 2015
Notes were not redeemed by the Company on maturity, the Purchasers
were entitled to receive 10% of the principal balance of the 2015
Notes outstanding in warrants as a penalty for every month that the
2015 Notes were not redeemed. On March 31, 2016, these
2015 Notes matured and were not repaid. Therefore, the
2015 Notes were in default on April 1, 2016. The Company
agreed to pay the 2015 Purchasers 10% of the principal balance of
the 2015 Notes in warrants for the months of April 2016 and May
2016 (See Note 10). Further, on March 15, 2016, the
Board of Directors agreed to renegotiated terms with the 2015
Purchasers to remove the anti-dilution provision and down round
price protection features in the 2015 Warrant and adjusted the
exercise price from $1.60 to $.80. The aggregate 2015 Warrants
issued with the 2015 Notes were increased from 250,000 to
500,000.
On May 25, 2016, the Company entered into a
Securities Purchase Agreement (the “2016 Purchase
Agreement”) with two (2) individual accredited
investors (collectively the “2016
Purchasers”), pursuant to which the Company agreed to issue
to the 2016 Purchasers secured promissory notes in the aggregate
principal amount of $150,000 (the “2016 Note(s)”) and
warrants to purchase up to an aggregate amount of 150,000 shares of
the common stock, par value $0.001 per share, of the Company (the
“2016 Warrant(s)”). The 2016 Notes matured on the
earlier of the third (3rd) month anniversary date following the Closing
Date, as defined in the 2016 Note, or the third
(3rd) business day following the Company’s
receipt of funds exceeding one million dollars ($1,000,000) from an
equity or debt financing, not including the financing contemplated
under the 2016 Purchase Agreement. The 2016 Notes were to be
converted into units issued pursuant to the Company’s
contemplated private financing of up to $5,000,000, which did not
occur. The 2016 Notes are secured by the Company’s accounts
receivable and inventories held in the United States. The 2016
Warrants have an initial exercise price of $.80 per share, which
are subject to adjustment, and will be exercisable for a period of
five (5) years.
On August 25, 2016, the 2016 Notes matured and were not
repaid. Therefore the 2016 Notes were in default on
August 26, 2016.
On
January 5, 2017, the Board of Directors agreed to renegotiate the
terms of the 2015 Notes and 2016 Notes (collectively the
“Notes”) with the consent of the 2015 Purchasers and
2016 Purchasers (collectively the “Note Holders”) as
follows:
●
The
Note Holders agreed to waive the defaults and extend the Notes for
the earlier of six months or the receipt of a $3,000,000 investment
into the Company pursuant to a future private equity offering,
whichever occurs first (the “Extension”).
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Upon the Company’s receipt of the first
$1,000,000 million invested (including the capital raised to date
in a prior private equity offering), the Note Holders will be
repaid one third (1/3rd)
of their principal investment.
●
Upon the Company’s receipt of
the second and third $1,000,000, respectively, the Note
Holders will be repaid one third (1/3rd)
of their principal investment on each $1,000,000
raised.
●
In
exchange for the Extension, the defaults, along with the 10%
monthly default payments on the 2015 Warrants and 2016 Warrants
(collectively the “Warrants”) will be eliminated as of
the date of this Report.
●
The
exercise price on the Warrants will be adjusted from $.80 to
$.50.
●
If
the Notes are not paid back in full on the six month extension
date, the Note Holders will each receive additional warrants equal
to 50% of their respective investments, exercisable at $.50, as a
penalty.
●
The
interest payments on the Notes will continue to accrue on the
remaining balance of the unpaid Notes.
●
The
Note Holders will have the option to convert their Notes to equity
either before or at the six month extension end date into units
offered in a future private equity offering of the Company, with
each unit consisting of a share of the Company’s common stock
and one-half warrant exercisable at .50 (the “Unit”),
and at a 25% discount to the then offered Unit price.
On
July 2, 2017, the Note Holders entered into an agreement with the
Company to further extend the repayment of the Notes until July 31,
2017. No additional consideration is being given by the Company for
this extension. On September 5, 2017, the Note Holders entered into
an agreement with the Company to further extend the repayment of
the Notes until September 30, 2017. No additional consideration is
being given by the Company for this extension
Item
2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off Balance Sheet Arrangement of a
Registrant
On May 31, 2017, Medite GmbH
(“Medite”), a wholly-owned subsidiary of MEDITE Cancer
Diagnostics, Inc. (the “Company”) entered in an
agreement with VR Equity Partner GmbH (formerly DZ
Equity Partners) ( the “Lender”) to extend the payment date of a credit facility in
the outstanding principal amount of EUR 750,000 (“Credit
Facility”) until September 1, 2017. In consideration for the
extension, Medite agreed to pay the Lender an interest increase on
the outstanding principal balance of three percent (3%). On August
31, 2017, Medite entered into an agreement with the Lender to
extend the payment date of the Credit Facility until September 30,
2017. All other terms of the Credit Facility, as amended, remain
unchanged.
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:
September 7, 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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