Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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For the quarterly period ended September 30, 2017
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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For the transition period from
to
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Commission File number 000-00935
MEDITE CANCER DIAGNOSTICS, INC.
(Exact name of registrant as specified in its charter)
Delaware
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36-4296006
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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4203 SW 34th
Street, 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)
Securities registered pursuant to Section 12(b) of the
Act:
Title of each class
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Name of each exchange on which registered
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None
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Not Applicable
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Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files).
Yes ☒ No ☐ (not
required) ☐
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer or
a smaller reporting company. See the definitions of “large
accelerated filer,” “accelerated filer” and
“smaller reporting company” in Rue 12b-2 of the
Exchange Act. (Check one):
Large Accelerated Filer ☐
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Accelerated Filer ☐
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Non-Accelerated Filer ☐
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Smaller Reporting Company ☒
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Emerging growth company ☐
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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. ☐
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes
☐ No ☒
The number of shares outstanding of each of the issuer’s
classes of common equity, as of the latest practicable
date:
COMMON STOCK, $0.001 PAR VALUE, AT November 10, 2017: 28,855,580
shares
MEDITE Cancer Diagnostics, Inc.
QUARTERLY REPORT ON FORM 10-Q
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Item 5. | Other Information. |
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9
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10
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11
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PART I. —
FINANCIAL
INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MEDITE CANCER DIAGNOSTICS, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
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September
30, 2017
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December
31,
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(unaudited)
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2016
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Assets
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Current
Assets:
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Cash
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$1,654
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$108
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Restricted
cash
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393
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-
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Accounts
receivable, net of allowance for doubtful accounts of $143 and
$123
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672
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1,346
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Inventories
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3,624
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3,811
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Prepaid
expenses and other current assets
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256
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79
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Total
current assets
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6,599
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5,344
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Property
and equipment, net
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1,563
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1,557
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In-process
research and development
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4,620
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4,620
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Trademarks,
trade names
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1,240
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1,240
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Goodwill
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4,658
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4,658
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Other
assets
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348
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351
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Total
assets
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$19,028
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$17,770
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Liabilities
and Stockholders’ Equity
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Current
Liabilities:
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Accounts
payable and accrued expenses
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$3,548
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$3,164
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Secured
lines of credit and current portion of long-term debt
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83
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3,214
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Note
payable and accrued interest
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63
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-
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Notes
due to employees, current portion
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335
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681
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Advances
– related parties
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251
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288
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Total
current liabilities
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4,280
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7,347
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Long-term
debt, net of current portion and debt discounts
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4,459
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60
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Notes
due to employees, net of current portion
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68
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135
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Deferred
tax liability
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2,205
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2,205
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Total
liabilities
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11,012
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9,747
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Commitments
and contingencies
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Stockholders’
equity :
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Preferred
stock, $0.001 par value; 10,000,000 shares authorized; 198,355
shares issued and outstanding (liquidation value of all classes of
preferred stock $2,601 and $2,533 as of September 30, 2017 and
December 31, 2016, respectively)
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962
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962
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Common
stock, $0.001 par value; 100,000,000 shares authorized, 28,855,580
and 22,421,987 shares issued and outstanding as of September 30,
2017 and December 31, 2016, respectively
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29
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23
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Additional
paid-in capital
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13,522
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9,366
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Stock
subscription
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-
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25
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Treasury
stock
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(327)
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(327)
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Accumulated
other comprehensive loss
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(601)
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(642)
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Accumulated
deficit
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(5,569)
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(1,384)
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Total
stockholders’ equity
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8,016
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8,023
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Total
liabilities and stockholders’ equity
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$19,028
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$17,770
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The accompanying notes are an integral part of these condensed
consolidated financial statements.
MEDITE CANCER
DIAGNOSTICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE LOSS
(In thousands, except share and per share amounts)
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Three
Months Ended
September
30,
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2017
(unaudited)
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2016
(unaudited)
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Net
sales
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$1,686
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$2,339
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Cost
of revenues
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1,317
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1,336
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Gross
profit
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369
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1,003
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Operating
expenses
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Depreciation
and amortization expense
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110
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53
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Research
and development
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423
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305
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Selling,
general and administrative
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1,248
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860
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Total
operating expenses
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1,781
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1,218
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Operating
loss
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(1,412)
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(215)
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Other
expenses
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Interest
expense, net
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200
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170
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Other income,
net
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(7)
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(72)
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Total
other expense, net
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193
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98
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Loss
before income taxes
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(1,605)
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(313)
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Income
tax provision (benefit)
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-
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(7)
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Net
loss
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(1,605)
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(306)
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Preferred
dividend
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(22)
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(23)
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Net
loss available to common stockholders
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$(1,627)
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$(329)
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Loss
per share
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Basic
and diluted loss per share
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$(0.06)
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$(0.02)
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Weighted
average basic and diluted shares outstanding
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27,695,967
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21,269,307
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Condensed
consolidated statements of comprehensive loss
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Net
loss
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$(1,605)
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$(306)
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Other
comprehensive income (loss)
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Foreign
currency translation adjustments
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(118)
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177
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Comprehensive
loss
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$(1,723)
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$(129)
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The accompanying notes are an integral part of these condensed
consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE
LOSS
(Dollars in thousands, except shares and per share
amounts)
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Nine
Months Ended
September
30,
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2017
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2016
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(unaudited)
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(unaudited)
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Net
sales
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$4,854
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$7,286
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Cost of
revenues
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3,756
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4,095
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Gross
profit
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1,098
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3,191
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Operating
expenses
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Depreciation and
amortization expense
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213
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154
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Research and
development
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1,177
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1,086
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Selling, general
and administrative
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3,258
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2,635
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Total operating
expenses
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4,648
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3,875
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Operating
loss
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(3,550)
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(684)
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Other
expenses
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Interest
expense
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460
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570
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Loss
on extinguishment of notes payable due to employees
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158
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-
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Other (income)
expenses, net
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13
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(111)
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Total other
expenses, net
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631
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459
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Loss before income
taxes
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(4,181)
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(1,143)
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Income tax
provision (benefit)
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4
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(13)
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Net
loss
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(4,185)
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(1,130)
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Preferred
dividend
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(68)
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(69)
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Net loss to common
stockholders
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$(4,253)
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$(1,199)
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Loss per
share
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Basic and diluted
loss per share
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$(0.17)
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$(0.06)
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Weighted average
basic and diluted shares outstanding
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25,389,152
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21,127,811
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Condensed
statements of comprehensive loss
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Net
loss
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(4,185)
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(1,130)
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Other comprehensive
income (loss)
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Foreign currency
translation adjustments
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41
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232
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Comprehensive
loss
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$(4,144)
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$(898)
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The
accompanying notes are an integral part of these condensed
consolidated financial statements.
MEDITE CANCER DIAGNOSTICS, INC. AND
SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS
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Nine
Months Ended
September
30,
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2017
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2016
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Cash
flows from operating activities:
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Net
loss
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$(4,185)
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$(1,130)
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Adjustments
to reconcile net loss to cash used in operating
activities
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Depreciation
and amortization
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213
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154
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Provision
for doubtful accounts
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108
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-
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Stock-based
compensation
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281
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-
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Amortization
of debt discounts
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7
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358
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Amortization
of shares issued for consulting services
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55
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-
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Estimated
fair value of warrants issued in connection with secured promissory
notes
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196
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-
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Loss
on extinguishment of notes due to employees
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158
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-
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Changes
in assets and liabilities:
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Accounts
receivable
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665
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187
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Inventories
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560
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(1,107)
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Prepaid
expenses and other assets
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(120)
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64
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Accounts
payable and accrued expenses
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207
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334
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Net
cash used in operating activities
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(1,855)
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(1,140)
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Cash
flows from investing activities:
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Purchases
of equipment
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(43)
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(25)
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Decrease
in other assets
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-
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28
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Net
cash (used in) provided by investing activities
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(43)
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3
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Cash
flows from financing activities:
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Proceeds
from convertible debt, net
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4,669
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-
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Restricted
cash
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(393)
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-
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Net
(repayment) borrowings on lines of credit
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(2,442)
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313
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Repayment
of secured promissory notes
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(333)
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-
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Repayment
of notes payable due to employees
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(182)
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(62)
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Proceeds
from related party advances, net
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-
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82
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Proceeds
from sale of common stock, net of issuance costs
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2,344
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-
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Net
cash provided by financing activities
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3,663
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333
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Effect
of exchange rates on cash
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(219)
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249
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Net
change in cash
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1,546
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(555)
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Cash
at beginning of period
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108
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587
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Cash
at end of the period
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$1,654
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$32
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Supplemental
disclosure of cash flow information:
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Cash
paid for interest
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$156
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$140
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Cash
paid for income taxes
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$34
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$8
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Supplemental
schedule of non-cash investing and financing
activities:
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Reclassification
of warrant liability to additional paid in capital
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$-
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$90
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Settlement
of liabilities through issuance of common stock
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$-
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$275
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Issuance
of common stock for services
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$55
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$-
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Issuance
of warrants on secured promissory notes classified as additional
paid-in capital and debt discount
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$-
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$248
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Issuance
of common stock subscribed
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$25
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$-
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Conversion
of secured promissory note plus accrued interest into common
stock
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$58
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$-
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Secured
promissory notes exchanged for convertible notes
payable
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$133
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$-
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Loan
fees settled through common stock
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$75
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$-
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Estimated
fair value of warrants recorded as debt discount
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$631
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$-
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Conversion
of accrued interest on secured promissory notes into common
stock
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$102
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$-
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Increase
of convertible debt for settlement of DZ debt
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$356
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$-
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The accompanying notes are an integral part of these condensed
consolidated financial statements.
MEDITE CANCER DIAGNOSTICS, INC. AND
SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Tabular data in thousands, except share and per share
amounts)
Note
1.
Organization
The Company
MEDITE
Cancer Diagnostics, Inc. (“MDIT”, “MEDITE”,
“we”, “us” or the “Company”)
was incorporated in Delaware in December 1998.
These
statements include the accounts of MEDITE Cancer Diagnostics, Inc.
and its wholly owned subsidiaries, which consists of MEDITE
Enterprise, Inc., MEDITE GmbH, Burgdorf, Germany, MEDITE GmbH,
Salzburg, Austria, MEDITE Lab Solutions Inc., Orlando, USA, MEDITE
sp. z o.o., Zilona-Gora, Poland and CytoGlobe, GmbH, Burgdorf,
Germany.
MEDITE
is a medical technology company specialized in the development,
manufacturing, and marketing of molecular biomarkers, premium
medical devices and consumables for detection, risk assessment and
diagnosis of cancerous and precancerous conditions and related
diseases. The Company has 74 employees in four countries, a
distribution network to about 80 countries and a wide range of
products for anatomic pathology, histology and cytology
laboratories is available for sale.
Note
2.
Summary of
Significant Accounting Policies
Consolidation, Basis of Presentation and Significant
Estimates
The
accompanying condensed consolidated financial statements for the
periods ended September 30, 2017 and 2016 included herein are
unaudited and have been prepared in accordance with accounting
principles generally accepted in the United States of America
(“GAAP”) and include the accounts of the Company and
its wholly-owned subsidiaries. All intercompany balances and
transactions have been eliminated in consolidation. Such
consolidated financial statements reflect, in the opinion of
management, all adjustments necessary to present fairly the
financial position and results of operations as of and for the
periods indicated. All such adjustments are of a normal recurring
nature. These interim results are not necessarily indicative of the
results to be expected for the fiscal year ending December 31, 2017
or for any other period. Certain information and footnote
disclosures normally included in the consolidated financial
statements prepared in accordance with accounting principles
generally accepted in the United States have been condensed or
omitted pursuant to the rules and regulations of the Securities and
Exchange Commission. The Company believes that the disclosures are
adequate to make the interim information presented not misleading.
These condensed consolidated financial statements should be read in
conjunction with the Company’s audited consolidated financial
statements disclosed in the Report on Form 10-K for the year ended
December 31, 2016 filed on April 14, 2017 and other filings with
the Securities and Exchange Commission.
In
preparing the accompanying condensed consolidated financial
statements, management has made certain estimates and assumptions
that affect reported amounts in the condensed consolidated
financial statements and disclosures of contingencies. Changes in
facts and circumstances may result in revised estimates and actual
results may differ from these estimates.
Going
Concern
We have
incurred significant operating losses and negative cash flows from
operations. The Company incurred net losses of approximately $1.6
million and $0.3 million and $4.2 million and $1.1 million for the
three and nine months ended September 30, 2017 and 2016,
respectively, and had an accumulated deficit of approximately $5.6
million and $1.4 million as of September 30, 2017 and December 31,
2016, respectively. In addition, operating activities used cash of
approximately $1.9 million and $1.1 million for the nine months
ended September 30, 2017 and 2016, respectively. These factors
raise substantial doubt about the Company’s ability to
continue as a going concern.
The
Company raised additional cash of $2.3 million, net of offering
costs from the sale of 5,060,000 shares of common stock subsequent
to December 31, 2016 through September 30, 2017. Management is
actively seeking additional equity financing
On September 26, 2017, the Company entered into a
securities purchase agreement (the “Purchase
Agreement”) with GPB Debt Holdings II,
LLC (“GPB”), pursuant to which the Company issued
to GPB a secured convertible promissory note and received gross
proceeds of $4.9 million. The Company is required to make
interest-only payments for the first 23 months after September 26,
2017 with quarterly principal payments beginning on month 24 at a
rate of 10% of the face value of the Note with the remaining 60%
due on September 26, 2020. The proceeds were used to pay (i)
the outstanding balance of various credit facilities due to
Hannoveresche Volksbank in the amount of $2.3 million, (ii) the
outstanding balance of a settlement with VR Equity in the amount of
$0.5 million and (iii) the outstanding balance on secured
promissory notes in the amount of $0.3 million. In addition, issued
subordinated notes to 3 other investors for net proceeds of $0.4
million with similar terms as the Purchase Agreement. See Note 4
for additional details of the transactions.
Management
continues to expand its product offerings and has also expanded its
sales and distribution channels during 2017. Management believes it
will be able to reduce its operating losses through an increase in
its revenues and reduction in manufacturing costs through process
efficiencies. No assurances can be given that management will be
successful in meeting its revenue targets and reducing its
operating loss.
The
condensed consolidated financial statements included herein have
been prepared on a going concern basis, which contemplates
continuity of operations and the realization of assets and the
repayment of liabilities in the ordinary course of business.
Management evaluated the significance of the Company’s
operating loss and determined that the Company’s current
operating plan and sources of capital would be sufficient to
alleviate concerns about the Company’s ability to continue as
a going concern.
In the
future, we may require sources of capital in addition to cash on
hand to continue operations and to implement our strategy. If our
operations do not become cash flow positive, we may be forced to
seek equity investments or debt arrangements. No assurances can be
given that we will be successful in obtaining such additional
financing on reasonable terms, or at all. If adequate funds are not
available on acceptable terms, or at all, we may be unable to
adequately fund our business plans and it could have a negative
effect on our business, results of operations and financial
condition. In addition, if funds are available, the issuance of
equity securities or securities convertible into equity could
dilute the value of shares of our common stock and cause the market
price to fall, and the issuance of debt securities could impose
restrictive covenants that could impair our ability to engage in
certain business transactions.
Restricted Cash
The
Company is required to maintain restricted cash balances equal to 6
months of interest payments on the secured convertible promissory
note to GPB.
Revenue Recognition
The
Company derives its revenue primarily from the sale of medical
products and supplies for the diagnosis and prevention of cancer.
Product revenue is recognized when all four of the following
criteria are met: (1) persuasive evidence that an arrangement
exists; (2) delivery of the products has occurred or risk of
loss transfers to the customer; (3) the selling price of the
product is fixed or determinable; and (4) collectability is
reasonably assured. The Company generates the majority of its
revenue from the sale of inventory. For certain sales, the Company
and its customers agree in the sales contract that risk of loss and
title transfer upon the Company packing the items for shipment,
segregating the items packaged and notifying the customer that
their items are ready for pickup. The Company records such sales at
time of completed packaging and segregation of the items from
general inventory and notification has been confirmed by the
customer.
Shipping
and handling costs are included in cost of goods sold and charged
to the customers based on the contractual terms.
Inventories
Inventories
are stated at the lower of cost or market. Cost is determined using
the first in first out method (FIFO) and market is based generally
on net realizable value.
Inventories
consists of parts inventory purchased from outside vendors, raw
materials used in the manufacturing of equipment; work in process
and finished goods. Management reviews inventory on a regular basis
and determines if inventory is still useable. A reserve is
established for the estimated decrease in carrying value for
obsolete or excess inventory. Once a reserve is established, it is
considered a permanent adjustment to the cost basis of the obsolete
or excess inventory.
Foreign Currency Translation
The
accounts of the US parent company are maintained in United States
Dollar (“USD”). The functional currency of the
Company’s German subsidiaries is the EURO
(“EURO”). The accounts of the German subsidiaries were
translated into USD in accordance with relevant accounting
guidance. All assets and liabilities are translated at the exchange
rate on the balance sheet dates, stockholders’ equity was
translated at the historical rates and statements of operations
transactions are translated at the average exchange rate for each
period. The resulting translation gains and losses are recorded in
accumulated other comprehensive loss as a component of
stockholders’ equity.
Research and Development
All
research and development costs are expensed as incurred. Research
and development costs consist of engineering, product development,
testing, developing and validating the manufacturing process, and
regulatory related costs.
Acquired In-Process Research and Development
Acquired
in-process research and development (“IPR&D”) that
the Company acquires through business combinations represents the
fair value assigned to incomplete research projects which, at the
time of acquisition, have not reached technological feasibility.
The amounts are capitalized and are accounted for as
indefinite-lived intangible assets, subject to impairment testing
until completion or abandonment of the projects. Upon successful
completion of each project, MEDITE will make a determination as to
the then useful life of the intangible asset, generally determined
by the period in which the substantial majority of the cash flows
are expected to be generated, and begin amortization. The Company
tests IPR&D for impairment at least annually, or more
frequently if impairment indicators exist, by first assessing
qualitative factors to determine whether it is more likely than not
that the fair value of the IPR&D intangible asset is less than
its carrying amount. If the Company concludes it is more likely
than not that the fair value is less than the carrying amount, a
quantitative test that compares the fair value of the IPR&D
intangible asset with its carrying value is performed. If the fair
value is less than the carrying amount, an impairment loss is
recognized in operating results.
Impairment of Indefinite Lived Intangible Assets Other Than
Goodwill
The
Company has the option first to assess qualitative factors to
determine whether the existence of events and circumstances
indicates that it is more likely than not that the indefinite-lived
intangible asset is impaired. If, after assessing the totality of
events and circumstances, the Company concludes that it is not more
likely than not that the indefinite-lived intangible asset is
impaired, then the entity is not required to take further action.
However, if the Company concludes otherwise, then it is required to
determine the fair value of the indefinite-lived intangible asset
and perform the quantitative impairment test by comparing the fair
value with the carrying amount in accordance with relevant
accounting guidance.
Goodwill
Goodwill
is recognized for the excess of cost of an acquired entity over the
amounts assigned to assets acquired and liabilities assumed in a
business combination. Goodwill is tested for impairment at
the reporting unit level (operating segment or one level below an
operating segment) on an annual basis (December 31 for us) and
between annual tests if an event occurs or circumstances change
that would more likely than not reduce the fair value of a
reporting unit below its carrying value. These events or
circumstances could include a significant change in the business
climate, legal factors, operating performance indicators,
competition, or sale or disposition of a significant portion of a
reporting unit.
Application
of the goodwill impairment test requires judgment, including the
identification of reporting units, assignment of assets and
liabilities to reporting units, assignment of goodwill to reporting
units, and determination of the fair value of each reporting unit
using a discounted cash flow methodology. This analysis requires
significant judgments, including estimation of future cash flows,
which is dependent on internal forecasts, estimation of the
long-term rate of growth for our business, estimation of the useful
life over which cash flows will occur, and determination of our
weighted average cost of capital.
The
estimates used to calculate the fair value of a reporting unit
change from year to year based on operating results, market
conditions, and other factors. Changes in these estimates and
assumptions could materially affect the determination of fair value
and goodwill impairment for each reporting unit.
Net Loss Per Share
Basic
loss per share is calculated based on the weighted-average number
of outstanding common shares. Diluted loss per share is calculated
based on the weighted-average number of outstanding common shares
plus the effect of dilutive potential common shares, using the
treasury stock method and the if-converted method. MEDITE’s
calculation of diluted net loss per share excludes potential common
shares as of September 30, 2017 and 2016 as the effect would be
anti-dilutive (i.e. would reduce the loss per share).
The Company computes its loss applicable to common
stock holders by subtracting dividends on preferred stock,
including undeclared or unpaid dividends if cumulative, from its
reported net loss and reports the same on the face of the condensed
consolidated statement of operations. The Company includes
convertible securities into their EPS calculation when reporting net income through
the "if-converted" method whereby the securities are assumed
converted and an earnings per incremental share is
computed.
Convertible
securities outstanding for the entire period are assumed converted
at the beginning of the period. Convertible securities issued
during the period are treated as if they were converted at the date
of issuance. The earnings per incremental share is the after-tax
foregone interest expense divided by the number of shares of common
stock that would have been issued from the conversion weighted for
the period they would have been outstanding.
Recent Accounting Pronouncements
In May
2014, the Financial Accounting Standards Board (“FASB”)
issued Accounting Standards Update (“ASU”) 2014-09,
“Revenue with Contracts from Customers.” ASU 2014-09
supersedes the current revenue recognition guidance, including
industry-specific guidance. The ASU introduces a five-step model to
achieve its core principal of the entity recognizing revenue to
depict the transfer of goods or services to customers at an amount
that reflects the consideration to which the entity expects to be
entitled in exchange for those goods and services. The updated
guidance is effective for public entities for interim and annual
periods beginning after December 15, 2017 with early adoption
permitted for annual reporting periods beginning after December 15,
2016. The Company will implement ASU 2014-09 effective January 1,
2018 and does not believe that there will be a material change to
its current business practices upon implementation.
In
February 2016, the FASB issued ASU No. 2016-02,
“Leases” (“ASU 2016-02”). The core
principle of ASU 2016-02 is that an entity should recognize on its
balance sheet assets and liabilities arising from a lease. In
accordance with that principle, ASU 2016-02 requires that a lessee
recognize a liability to make lease payments (the lease liability)
and a right-of-use asset representing its right to use the
underlying leased asset for the lease term. The recognition,
measurement, and presentation of expenses and cash flows arising
from a lease by a lessee will depend on the lease classification as
a finance or operating lease. This new accounting guidance is
effective for public companies for fiscal years beginning after
December 15, 2018 (i.e., calendar years beginning on January 1,
2019), including interim periods within those fiscal years. Early
adoption is permitted. The Company is currently evaluating the
impact the adoption of ASU 2016-02 will have on the Company’s
consolidated financial statements.
In
November 2016, the FASB issued ASU 2016-18, “Statement of
Cash Flows - Restricted Cash (Topic 230)”. This new standard
requires companies to include amounts generally described as
restricted cash and restricted cash equivalents in cash and cash
equivalents when reconciling beginning-of-period and end-of-period
total amounts shown on the statement of cash flows. This guidance
is effective for annual and interim reporting periods beginning
after December 15, 2017, and requires retrospective application.
The Company is currently assessing the impact that adopting ASU
2016-18 will have on its consolidated financial statements and
related disclosures.
In
January 2017, the FASB issued ASU 2017-01, “Business
Combinations (Topic 805): Clarifying the definition of a
business”. The
amendments in this Update clarify the definition of a business with
the objective of adding guidance to assist entities with evaluating
whether transactions should be accounted for as acquisitions (or
disposals) of businesses. The guidance in this update is effective
for fiscal years beginning after December 15, 2017, and interim
periods within those years. Management does not anticipate the
implementation to have a material impact on the Company’s
consolidated financial statements.
In
January 2017, the FASB also issued ASU 2017-04, “Intangibles
- Goodwill and other (Topic 350): Simplifying the test for goodwill
impairment”. The amendments in this Update remove the second
step of the current goodwill impairment test. An entity will apply
a one-step quantitative test and record the amount of goodwill
impairment as the excess of a reporting unit's carrying amount over
its fair value, not to exceed the total amount of goodwill
allocated to the reporting unit. The new guidance does not amend
the optional qualitative assessment of goodwill impairment. This
guidance is effective for impairment tests in fiscal years
beginning after December 15, 2019. The Company is currently
evaluating the impact the adoption of ASU 2017-04 will have on the
Company’s consolidated financial statements.
In July
2017, the FASB issued a two-part ASU No. 2017-11, “(Part I)
Accounting for Certain Financial Instruments with Down Round
Features, (Part II) Replacement of the Indefinite Deferral for
Mandatorily Redeemable Financial Instruments of Certain Nonpublic
Entities and Certain Mandatorily Redeemable Non-controlling
Interests with a Scope Exception.” The ASU will (1)
“change the classification analysis of certain equity-linked
financial instruments (or embedded features) with down round
features” and (2) improve the readability of ASC 480-10 by
replacing the indefinite deferral of certain pending content with
scope exceptions. The amendments in Part I of this Update change
the classification analysis of certain equity-linked financial
instruments (or embedded features) with down round features. When
determining whether certain financial instruments should be
classified as liabilities or equity instruments, a down round
feature no longer precludes equity classification when assessing
whether the instrument is indexed to an entity’s own stock.
The amendments also clarify existing disclosure requirements for
equity-classified instruments. As a result, a freestanding
equity-linked financial instrument (or embedded conversion option)
no longer would be accounted for as a derivative liability at fair
value as a result of the existence of a down round feature. For
freestanding equity classified financial instruments, the
amendments require entities that present earnings per share
(“EPS”) in accordance with Topic 260 to recognize the
effect of the down round feature when it is triggered. That effect
is treated as a dividend and as a reduction of income available to
common shareholders in basic EPS. Convertible instruments with
embedded conversion options that have down round features are now
subject to the specialized guidance for contingent beneficial
conversion features (in Subtopic 470-20, Debt—Debt with
Conversion and Other Options), including related EPS guidance (in
Topic 260). The amendments in Part II of this Update recharacterize
the indefinite deferral of certain provisions of Topic 480 that now
are presented as pending content in the Codification, to a scope
exception. Those amendments do not have an accounting effect. This
new accounting guidance is effective for public companies for
fiscal years beginning after December 15, 2018 (i.e., calendar
years beginning on January 1, 2019), including interim periods
within those fiscal years. Early adoption is permitted. The Company
completed a transaction with a down round feature and has chosen to
early adopt ASU 2017-11 for the current period.
Note
3.
Inventories
The
following is a summary of the components of inventories (in
thousands):
|
September
30,
2017
(Unaudited)
|
December
31,
2016
|
Raw
materials
|
$1,315
|
$1,309
|
Work
in process
|
145
|
203
|
Finished
goods
|
2,164
|
2,299
|
|
$3,624
|
$3,811
|
Note
4.
Debt
The
Company’s outstanding debt was as follows as of (in
thousands):
|
September
30,
2017
(Unaudited)
|
December
31,
2016
|
Hannoversche
Volksbank credit line #1
|
$-
|
$1,321
|
Hannoversche
Volksbank credit line #2
|
-
|
397
|
Hannoversche
Volksbank term loan #3
|
-
|
117
|
Secured
promissory note
|
83
|
650
|
DZ
Equity Partners Participation rights
|
-
|
789
|
GPB
convertible note payable
|
5,356
|
-
|
Subordinated
convertible notes payable
|
573
|
-
|
Total
|
6,012
|
3,274
|
Less:
|
|
|
Loan
Fees and Original Issue Discount
|
(1,470)
|
-
|
Less
current portion of debt, net
|
(83)
|
(3,214)
|
Long-term
debt
|
$4,459
|
$60
|
On September 26, 2017, the Company entered into the Purchase
Agreement with GPB, pursuant to which the Company issued to GPB (i)
a secured convertible promissory note in the aggregate principal
amount of $5,356,400 (the “GPB Note”) at a purchase
price equal to 97.5% of the face value of the of the original $5
million GPB Note and an additional discount of 300,000 Euro
($356,400 at September 26, 2017) attributed to the purchase and
settlement of the 750,000 Euro ($890,325 at September 26, 2017)
note with VR Equity Partners formerly DZ Equity Partners
(“DZ”) by GPB and
considered an additional purchase discount, with the Company
receiving net proceeds of $4.7 million and (ii) a warrant to
purchase an aggregate of 4,120,308 shares of common stock, of the
Company (the “Warrant”). The Company allocated
the proceeds received to the GPB Note and the warrants on a
relative fair value basis at the time of issuance. The total debt
discount will be amortized over the life of the GPB Note to
interest expense. The estimated relative fair value of the warrants
was $520,052. Amortization expense of the debt discount, which
includes original issue discount, loan fees and the warrant value,
during the three and nine months ended September 30, 2017 was
$6,358. The GPB Note matures on the
36th month anniversary date following the Closing Date, as defined
in the GPB Note (the “Maturity Date”). The GPB Note is
secured by a senior secured first priority security interest on all
of the assets of the Company and its subsidiaries evidenced b y a
security agreement (the “Security Agreement”). Each
subsidiary also entered into a guaranty agreement pursuant to which
the subsidiaries have guaranteed all obligations of the Company to
the GPB. The GPB Note bears interest at a rate of 13.25% per annum
(which interest is increased to 18.25% upon an Event of Default).
The GPB Note is initially convertible at a price of $0.65 (the
“Conversion Price”) into 8,240,615 shares of common
stock. There was no discount relate to the conversion feature. The
exercise price of the Warrant is subject to a ratchet downside
protection with a $0.30 per share floor price in the event the
Company issues additional equity securities, and subject to
adjustments for stock splits, dividends, combinations,
recapitalizations and the like. The GPB Note is being amortized
quarterly at a rate of 10% of the face value of the Note beginning
on month 24, with the remaining 60% due at the Maturity Date. There
is a flat 3% success fee which allows for the prepayment of the GPB
Note and applies to the payment of principal during the Term
through the Maturity Date. The GPB Note contains customary
events of default. The GPB Notes contain certain covenants, such as
restrictions on the incurrence of indebtedness, the existence of
liens, the payment of restricted payments, redemptions, and the
payment of cash dividends and the transfer of assets. GPB also has a right of participation for any
Company offering, financing, debt purchase or assignment for 36
months after the closing date. The Company is required to maintain
a 6 month interest reserve of $354,862. The shares
underlying the convertible debt and the warrants are to be
registered by the Company through a registration rights agreement
within 60 days and the registration statement is to be declared
effective within 180 days. Failure to file, or to meet other
criteria defined as the event date will required the Company to pay
2% of the registrable securities times the price at the event date
per month, up to 12% in cash payments.
In July
2006, MEDITE GmbH, Burgdorf, entered into a master credit line #1
with Hannoversche Volksbank. The line of credit was amended in
2012, 2015 and again in 2016. Borrowings on the master line of
credit agreement #1 bore interest at a variable rate based on
Euribor (Euro Interbank Offered Rate) depending on the type of
advance elected by the Company and defined in the agreement.
Interest rates depending on the type of advance elected ranged from
3.75 – 8.00% during the period ended September 30, 2017. The
line of credit is collateralized by the accounts receivable and
inventory of MEDITE GmbH, Burgdorf, and a mortgage on the building
owned by the Company and was guaranteed by Michaela Ott and Michael
Ott, stockholders of the Company. This master credit line was
repaid with the proceeds of the GPB Note and the collateral and
guarantees released.
In June
2012, CytoGlobe, GmbH, Burgdorf, entered into a credit line #2 with
Hannoversche Volksbank. Borrowings on the master line of credit
agreement #2 bore interest at a variable rate based on Euribor
(Euro Interbank Offered Rate) depending on the type of advance
elected by the Company and defined in the agreement. Interest rates
ranged from 3.90 – 8.00% during the period ended September
30, 2017. The line of credit was collateralized by the accounts
receivable and inventory of CytoGlobe GmbH, Burgdorf and was
guaranteed by Michaela Ott and Michael Ott, stockholders of the
Company, and the state of Lower Saxony (Germany) to support
high-tech companies in the area. This credit line was repaid with
the proceeds of the GPB Note and the collateral and guarantees
released.
In
November 2008, MEDITE GmbH, Burgdorf, entered into a Euro 400,000
($472,510 as of September 30, 2017) term loan #3 with Hannoversche
Volksbank with an interest rate of 4.7% per annum. The term loan
was guaranteed by Michaela Ott and Michael Ott, stockholders of the
Company, and was collateralized by a partial subordinated pledge of
the receivables and inventory of MEDITE GmbH, Burgdorf. This term
loan was repaid with the proceeds of the GPB Note and the
collateral and guarantees released.
In
March 2009, the Company entered into a participation rights
agreement with DZ in the form of a debenture with a mezzanine
lender who advanced the Company up to Euro 1.5 million, ($1.8
million as of September 30, 2017) in two tranches of Euro 750,000
each ($885,960 as of September 30, 2017). The first tranche was
paid to the Company at closing with the second tranche being
conditioned on MEDITE GmbH, Burgdorf and its subsidiaries hitting
certain performance targets. Those targets were not met and the
second tranche was never called. The debenture bore interest at the
rate of 12.15% per annum. The rate of interest increased three
percent, to 15.15% on June 1, 2017. GPB purchased the participation
rights agreement with DZ and settled the debt owed by the Company
and included the balance in the GPB Note.
On
December 31, 2015, the Company entered into a Securities Purchase
Agreement (the “2015 Purchase Agreement”) with seven
individual accredited investors (collectively the
“Purchasers”), pursuant to which the Company agreed to
issue to the Purchasers secured promissory notes in the aggregate
principal amount of $500,000 with interest accruing at an annual
rate of 15% (the “Note(s)”) and warrants to purchase up
to an aggregate amount of 250,000 shares of common stock of the
Company (the “Warrant(s)”) with an initial exercise
price of $1.60 per share, subject to adjustment and are exercisable
for a period of five years. On March 15, 2016, the Board
of Directors approved renegotiated terms to increase the warrants
issued to the Purchasers from a total of 250,000 warrants to
500,000 and fixed the exercise price of the warrants to $0.80. The
Notes mature on the earlier of the third month anniversary date
following the Closing Date, as defined in the Note, or the third
business day following the Company’s receipt of funds
exceeding one million dollars from an equity or debt financing, not
including the financing contemplated under the 2015 Purchase
Agreement. The Notes are secured by the Company’s accounts
receivable and inventories held in the United States. If the
Notes are not redeemed by the Company on maturity, the Purchasers
are entitled to receive 10% of the principal balance of the Notes
outstanding in warrants for every month that the Notes are not
redeemed. On March 31, 2016, these Notes matured and
were not repaid. Therefore the Notes were in default on
April 1, 2016. The Company agreed to pay the Purchasers
10% of the principal balance of the Notes in warrants until the
Notes are repaid. During the nine month period ended
September 30, 2017, the Company issued 50,000 warrants in
connection with the default provision and 270,000 warrants in
connection with the January 2017 extension provision (see below),
which were valued at $11,443 and $76,083, respectively, and
recorded it as interest expense in the condensed consolidated
statements of operations. The Notes are secured by the
Company’s accounts receivable and inventories held in the
United States. In January 2017, the Company extended the term of
the Notes in default on April 1, 2016 to June 30, 2017 and reduced
the price on the warrants issued from $0.80 to $0.50. The Company
recorded $64,405 attributed to the repricing of the warrants. One
noteholder did not extend the term of the notes and the Company
defaulted on July 1, 2017 and received 33,333 warrants to purchase
shares of common stock which the Company valued at that date at
$8,741.
Using
the proceeds from the GPB Note, the Company repaid $166,667 of
outstanding Notes. In addition, Notes totaling $133,333 converted
into subordinated convertible notes at a purchase price of 97.5% of
the Face Value of the $136,752 notes with substantially the same
terms as the GPB Note. In connection, the Company issued 105,194
warrants to purchase common stock with a term of 5 years and an
exercise price of $0.60 per share with a ratchet downside
protection of $0.30 exercise price per share floor. The Company
allocated the value of these notes and the warrants on a relative
fair value basis at the time of issuance. The total debt discount
will be amortized over the life of these notes to interest expense.
The estimated relative fair value of the warrants was $13,277.
Amortization expense of the debt discount, which includes original
issue discount and the warrant value, during the three and nine
months ended September 30, 2017 was insignificant.
Another
Note with a principal and accrued interest balance of $63,250
remains unpaid and is not considered in default as the Company
received notification to freeze this account. The remaining Notes
with an aggregate balance of $83,333 will be repaid once the
Company receives final paperwork from the investors for
authorization for repayment. The accrued interest on the remaining
Notes of $25,250 is expected to be converted into 50,500 shares of
common stock.
On May
25, 2016, the Company entered into a Securities Purchase Agreement
(the “May Purchase Agreement”) with two individual
accredited investors, one of which who serves on the
Company’s Board of Directors (collectively
the “May Purchasers”), pursuant to which the Company
agreed to issue to the May Purchasers secured promissory notes in
the aggregate principal amount of $150,000 (the “May
Note(s)”) with an interest rate of 15% and warrants to
purchase up to an aggregate amount of 150,000 shares of common
stock of the Company (the “May Warrant(s)”). The
May Notes may be converted into Units issued pursuant to the
Company’s private financing of up to $5,000,000 (the
“Follow On Offering”) Units at a price of $0.80/Unit
(the “Units”) consisting of: (i) a 2 year
unsecured convertible note, which converts into shares of common
stock at an initial conversion price of $0.80 per share and (ii) a
warrant to purchase one half additional share of common stock, with
an initial exercise price equal to $0.80 per share (the
“Follow On Warrant”). The May Notes are secured by the
Company’s accounts receivable and inventories held in the
United States. The Company recorded a debt discount of $51,000
related to the relative fair value of the warrants on the date of
the May Purchase Agreement, which was amortized to interest expense
in the consolidated statement of operations during the year ended
December 31, 2016. If the May Notes are not redeemed by the Company
on maturity, the Purchasers are entitled to receive 10% of the
principal balance of the Notes outstanding in warrants for every
month that the Notes are not redeemed. On August 25, 2016, these
Notes matured and were not repaid. Therefore the Notes were
in default on August 26, 2016. The Company agreed to pay the
Purchasers 10% of the principal balance of the May Notes in
warrants until the May Notes are repaid. In January 2017, the
Company extended the term of the Notes in default to June 30, 2017
and reduced the price on the warrants issued from $0.80 to $0.50.
During the three and nine month periods ended September 30, 2017,
the Company issued 0 and 80,000 warrants in connection with the
January 2017 extension provision, which were valued at $0 and
$27,058 and recorded it as interest expense in the consolidated
statements of operations. One noteholder did not extend the term of
the notes and the Company defaulted on July 1, 2017 and issued
33,333 warrants to purchase shares of common stock which the
Company valued at that date at $8,741 and recorded the amount as
interest expense. One noteholder converted a $50,000 note plus
accrued interest of $8,417 into 116,833 shares of common stock on
June 30, 2017.
Accrued
interest of $101,917 associated with the Notes and the May Notes
was converted into 203,834 shares of common stock at a value of
$0.50 per share during the three months ended September 30,
2017.
On
September 27, 2017, the Company received $425,000 and issued
$435,897 subordinated convertible debt with an original issue debt
discount of $10,897 and with similar terms as the GPB Note. The
Company issued 335,306 warrants to purchase shares of common stock
with a term of 5 years and an exercise price of $0.60 per share,
with a ratchet down side protection of $0.30. The Company allocated
the value of these notes and the warrants on a relative fair value
basis at the time of issuance. The total debt discount will be
amortized over the life of these notes to interest expense. The
estimated relative fair value of the warrants was $42,321.
Amortization expense of the debt discount, which includes original
issue discount and the warrant value, during the three and nine
months ended September 30, 2017 was insignificant.
In
November 2015 and February 2016, the Company entered into
promissory notes totaling $927,000 with certain employees to repay
wages earned prior to December 31, 2014 not paid (“Notes Due
to Employees"). The Notes Due to Employees are to be
paid monthly through September 2019, with no interest due on the
outstanding balances. The monthly amounts increase over
the payment term. The amounts due become immediately due and
payable if payments are more than ten days late either one or two
consecutive months as defined in the agreement with the employee.
On March 30, 2017, the Company entered into a settlements with
three current employees that hold notes, in the amount of $580,000
plus accrued vacation. The agreement supersedes all prior
agreements with the group and was effective December 31, 2016. The
Company was to pay these employees approximately $330,000, the
first payment of $94,000 was paid in April 2017, the second payment
of $94,000 was due 30 days from signing the agreement and the final
payment of $142,000 was due 60 days from signing the agreements
however the remaining payments remained due at September 30, 2017.
In November 2017, the employees have agreed to renegotiate the
March 30, 2017 agreement in good faith with the Company as to a
future payment plan mutually agreeable by all parties. The Company
issued 1,029,734 warrants to purchase common stock at $0.50 a share
with a term of 5 years. The fair value of the warrants issued of
$389,000 for the nine months ended September 30, 2017, was valued
based on the Black Scholes model based on a stock price of $0.70,
an interest free rate of 1.33% and volatility of 50%. The
settlement was accounted for as an extinguishment under the
applicable accounting guidance. The Company recorded a loss on
extinguishment on notes payable due to employees of
$158,000.
Note
5.
Related Party
Transactions
Included in
advances – related parties are amounts owed to the
Company’s former CFO and Chairman of the Board of
$50,000 at September 30, 2017 and December 31, 2016. Also
included in advances – related parties are amounts owed to
Michaela Ott, stockholder and former CEO of the Company, of 20,000
Euros, ($23,626 as September 30, 2017) and 75,000 Euros ($88,596 as
of September 30, 2017) related to two short term bridge loans. The
Company has made arrangements to settle these obligations to Ms.
Ott evenly over a 24 month period, starting on October 31, 2017. In
addition, the Company settled obligations related to accrued
salaries, vacation and related expenses totaling $152,000 owed to
Michael Ott, stockholder and former COO of the Company and Ms. Ott.
The Company made an upfront payment to each Mr. and Ms. Ott of
$6,750 and will pay the remaining amount owed over a period of 18
months scheduled to start in October 2017. The Company
is reviewing additional agreements to settle the debt owed from the
US entity where the wages were earned versus the German entity. The
Company is working with Mr. and Ms. Ott to get these payments paid
as of the date of this filing due to the changes requested by
Michaela and Michael Ott.
The
loans noted above are interest-free loans. The Company paid Mr. and
Ms. Ott the agreed upon severance payments however the upfront
payment was paid in November 2017. Total severance payments totaled
$118,810. Mr. Ott and Ms. Ott remain as Directors of the Company
and continue to work with the Company.
On June
30, 2017, one secured noteholder, an affiliate of a member of our
Board of Directors, converted a $50,000 secured promissory note
plus accrued interest of $8,417 into 116,833 shares of common
stock. The Company issued 50,000 warrants to purchase shares of
common stock at a price of $0.50, with a term of five years. See
further discussion related to secured promissory notes in Note
4.
On
February 12, 2016, one of the Purchasers of a $100,000 secured
promissory note and holder of 50,000 (increased to 100,000 warrants
as of December 31, 2016) warrants to purchase shares of common
stock at the time of his election, was elected to the Board of
Directors to serve as Director and Chairman of the Company’s
audit committee. Total warrants due to this director related to the
above secured promissory notes for original issuance,
modifications, default period and the modification period at
September 30, 2017 was 260,000 warrants to purchase common stock.
On September 27, 2017, the remaining balance of $66,667 was
converted into a subordinated convertible note discussed in Note 4
of $68,376 subordinated convertible debt and received 52,597
warrants to purchase shares of common stock at $0.60 a share. The
Company issued 48,000 shares of common stock for $24,000 of accrued
interest at $0.50. See relative fair value and additional
discussion in Note 4.
At
September 30, 2017 and December 31, 2016, the Company has accrued
$70,000 and $55,000, respectively to the above Director and
Chairman of the audit committee for services for 2016 as a member
of the Board of $35,000 and an additional $20,000 for audit
committee services for the year ended December 31, 2016 and $15,000
for the audit committee services for the nine months ended
September 30, 2017.
Included in
accounts payable and accrued expense includes $18,508 due to its
current CFO’s company for past services performed as a
consultant to the Company at September 30, 2017.
The
Company has accrued wages and vacation of approximately $1.1
million payable to the former CFO at September 30, 2017 and
December 31, 2016. In August 2017, the Company offered a settlement
for the legal matter with a settlement term sheet whereby a formal
settlement agreement and forbearance agreement must be entered with
the court. Pursuant to the settlement proposal, the Company is to
issue a combination of stock, warrants and payments over a period
of up to three years. See Note 8 for further discussion regarding
the legal proceedings with the Company’s former
CFO.
Note
6.
Common
Stock
Effective April 28,
2017, the Company increased the authorized shares from 35,000,000
to 50,000,000. On August 1, 2017 the Company received written
consent of the holders of the majority of the issued and
outstanding shares of our Common Stock, to amend the 2017
Employee/Consultant Common Stock Compensation Plan and to file
a Certificate of Amendment to our Certificate of
Incorporation (the “Certificate of Incorporation”) to
increase the Company’s authorized common stock, par value
$0.001 per share (the “Common Stock”), from 50,000,000
shares to 100,000,000 shares, (the “Amendment”) and
keep the authorized shares of preferred stock, par value $0.001 per
share (the “Preferred Stock”), unchanged.
During
the nine months ended September 30, 2017, the Company issued
5,060,000 shares of common stock for $2,530,000, less $186,000 of
issuance costs. In connection with the issuance of common stock,
the Company issued 2,530,000 warrants to purchase shares of common
stock at $0.50, for a term of 5 years. We also issued 50,000 shares
from stock subscriptions of $25,000 at December 31, 2016 and issued
25,000 warrants on the same terms and conditions. During the nine
months ended September 30, 2016, the Company issued 292,167 shares
to settle certain liabilities totaling $274,870.
On
March 7, 2017 the Company filed a $4,250,000 Form D to issue up to
8.5 million shares of common stock and approximately 2.2 million
warrants to issue common stock at $0.50 a share. The Company had
extended this offering through September 29, 2017.
The
Board appointed two officers on May 4, 2017, who received 350,000
shares of restricted common stock with a three year vesting
schedule. In addition, on April 26, 2017, the Company appointed an
officer who received 200,000 shares of restricted common stock with
a three year vesting schedule. On June 9, 2017 the Company issued
160,000 shares of restricted common stock with a vesting schedule
through December 31, 2019. Amortization associated with restricted
stock to officers and management, including shares issued in 2016,
is $50,484 and $113,569 for the three and nine months ended
September 30, 2017, respectively. In addition, the Company issued
50,000 shares of common stock to an investor relations firm in June
2017 at a value of $0.50 per share for services through September
30, 2017. For the three and nine months ended September 30, 2017,
the Company recorded $18,750 and $25,000, respectively included in
selling, general and administrative expenses for professional fees
for investor relations expense.
Accrued
interest of $101,917 associated with the Notes and the May Notes
was converted into 203,834 shares of common stock at a value of
$0.50 per share. See Note 4 for additional discussions. On June 30,
2017, one secured noteholder, an affiliate of a member of our Board
of Directors converted a $50,000 secured promissory note for
$50,000 plus $8,417 of accrued interest into 116,833 shares of
common stock. The Company issued 50,000 warrants to purchase shares
of common stock at a price of $0.50, with a term of five years. See
additional discussion in Note 4.
In
September 2017, the Company issued 182,927 of shares of common
stock valued at $75,000 for compensation to its broker related to
the GPB Note. The value was recorded as a debt discount, see Note
4.
Note
7.
Options, Preferred Stock and
Warrants
A
summary of the Company’s preferred stock as of September 30,
2017 and December 31, 2016 is as follows.
|
September
30,
2017
(unaudited)
|
December
31,
2016
|
|
Shares
Issued &
|
Shares
Issued &
|
Offering
|
Outstanding
|
Outstanding
|
Series
A convertible
|
47,250
|
47,250
|
Series
B convertible, 10% cumulative dividend
|
93,750
|
93,750
|
Series
C convertible, 10% cumulative dividend
|
38,333
|
38,333
|
Series
E convertible, 10% cumulative dividend
|
19,022
|
19,022
|
Total
Preferred Stock
|
198,355
|
198,355
|
As
of September 30, 2017 and December 31, 2016, the Company had
cumulative preferred undeclared and unpaid dividends of $1,480,082
and $1,411,946, respectively. In accordance with the relevant
accounting guidance, these dividends were added to the net loss in
the net loss per share calculation.
Options
The
Company’s 2017 Employee/Consultant Common Stock Compensation
Plan (the “Plan”) for the issuance of up to 3,000,000
options to grant common stock to the Company’s employees,
directors and consultants was adopted pursuant to the written
consent of holders of a majority of the Company’s common
stock obtained as of March 7, 2017 and was considered approved on
April 21, 2017. The Company amended the Plan on August 1, 2017
and was considered approved on September 1, 2017 to include certain
technical changes and increased the shares from 3,000,000 to
5,000,000. At September 30, 2017, the Company issued 2.1 million of
non-qualified stock options with a term of 10 years, with a strike
price above the market on the date of issuance of $0.50, to vest
one-third upon issuance, one-third at the beginning of the calendar
year of service, or January 1, 2018 and one-third on January 1,
2019, to the Board of Directors valued at $520,307 using the Black
Scholes Model. Included in selling, general and administrative in
the accompanying condensed consolidated statement of operations and
comprehensive loss for the period is $173,436 for the three and
nine months ended September 30, 2017, related to the non-qualified
options issued to the Board of Directors.
|
Options
|
Weighted
Average Exercise Price
|
Aggregate
Intrinsic Value
|
Weighted
Average Remaining Contractual Life (Years)
|
Outstanding
at December 31, 2016
|
-
|
$-
|
—
|
-
|
Granted
|
2,100,000
|
0.50
|
—
|
10.00
|
Exercised
|
—
|
—
|
—
|
—
|
Expired
|
—
|
—
|
—
|
—
|
Outstanding
at September 30, 2017
|
2,100,000
|
$0.50
|
—
|
10.00
|
Warrants outstanding
|
Warrants
|
Weighted
Average Exercise Price
|
Aggregate
Intrinsic Value
|
Weighted
Average Remaining Contractual Life (Years)
|
Outstanding
at December 31, 2016
|
1,396,161
|
$1.08
|
—
|
4.11
|
Granted
|
9,746,123
|
0.55
|
—
|
4.79
|
Exercised
|
—
|
—
|
—
|
—
|
Expired
|
—
|
—
|
—
|
—
|
Outstanding
at September 30, 2017
|
11,142,284
|
$0.59
|
—
|
4.53
|
During
the three and nine month periods ended September 30, 2017, the
Company issued 141,667 and 466,666 warrants in connection with the
default provisions of the Notes and the May Notes, which were
valued at $34,365 and $132,065. The value of the warrants
were determined using the Black-Scholes model, at an interest free
rate of 1.33%, volatility of 50% and a remaining term of 5 years
and a market price of between $0.50 to $0.80 during the three and
nine months ended September 30, 2017.
On
September 26, 2017, the Company closed on a loan with GPB discussed
in Note 4. The Company issued 4,120,308 warrants with a relative
fair value of $520,052 and an initial exercise price of $0.60 per
share (the “Exercise Price”). The Exercise Price is
subject to a ratchet downside protection with a $0.30 per share
floor price in the event the Company issues additional equity
securities, and subject to adjustments for stock splits, dividends,
combinations, recapitalizations and the like. The Warrants is
exercisable for a period of five years (the “Term”) and
provides for cashless exercise it at the time of exercise a
registration statement registering the underlying securities is not
available. The Warrant is not to be exercisable until 6 months
after the closing date. In connection with the GPB Note, The
Company issued 375,000 warrants to purchase common stock at $0.60
to its broker related to the GPB Note on similar terms as provided
to GPB. The estimated fair value of the warrants was $52,421, which
was recorded as a debt discount.
On
September 27, 2017, the Company closed on subordinated loans,
including Notes converted into subordinated loans discussed in Note
4 with similar terms and conditions. The Company issued an
aggregate of 440,500 of warrants with a relative fair value of
$55,598, with an initial exercise price of $0.60 per share (the
“Exercise Price”). The Exercise Price is subject to a
ratchet downside protection with a $0.30 per share floor price in
the event the Company issues additional equity securities, and
subject to adjustments for stock splits, dividends, combinations,
recapitalizations and the like. The Company is required to maintain
a 6 month interest reserve of $37,938. In connection with the
loans, the Company issued 24,375 warrants to purchase common stock
at $0.60 to its broker. The estimated fair value of the warrants
was $3,407, which was recorded as a debt discount.
In
January 2017, the Company reached an agreement with all secured
promissory noteholders, to extend the maturity of the secured
promissory notes to June 30, 2017, whereby the warrants were
repriced from $0.80 a share to $0.50 a share. The notes continue to
bear interest at 15% and the secured promissory noteholders
continue to receive warrants amounting to 10% of the principal
balance, as long as the notes remain outstanding. The Company
repriced all warrants issued totaling 1.2 million warrants
amounting to a $64,405 incremental value using the Black-Scholes
model on January 16, 2017, the date of the amendments at a current
market price of $0.36 a share, at an interest free rate of 1.33%
and a remaining terms ranging from 4 years to 4 years and 11.5
months.
During
the nine months ended September 30, 2017, the Company issued
5,060,000 shares of common stock for $2,530,000, less $186,000 of
issuance costs. In connection with the issuance of common stock,
the Company issued 2,530,000 warrants to purchase shares of common
stock at $0.50, for a term of 5 years. We also issued 50,000 shares
from stock subscriptions of $25,000 at December 31, 2016 and issued
25,000 warrants on the same terms and conditions. On January 16,
2017 the Company also amended the original equity raise closed on
December 7, 2016 and issued an additional 411,915 warrants to
purchase shares of common stock at an exercise price of $0.50, for
a term of 5 years. The Company issued 176,625 warrants to purchase
common stock to brokers related to the above transaction for
2017.
Note 8.
Commitments and Contingencies
Legal Proceedings
On
November 13, 2016, the Company’s former CFO filed a complaint
against the Company and certain officers and directors of the
Company in the United States District Court for the Northern
District of Illinois, Eastern Division, Case No. 1:16-cv-10554,
whereby he is alleging (i) breach of the Illinois Wage and
Protection Act, (ii) breach of employment contract and (iii) breach
of loan agreement. He is seeking monetary damages up to
approximately $1,665,972. The Company has denied the substantive
allegations in the complaint and is vigorously defending the suit.
Management believes that the claims set forth in the complaint
against the Company are without merit. The Company has accrued
wages and vacation of approximately $1.1 million and a $50,000 note
payable to the former CFO at September 30, 2017 and December 31,
2016. The presiding Federal Judge has referred the lawsuit to
mediation. No settlement was reach during the April 2017
meditation. The Company has proactively initiated settlement offer.
In August 2017, the parties reached a Settlement Term Sheet whereby
a final forbearance and settlement agreement must be filed with the
magistrate judge. On November 8, 2017 the Plaintiff filed a motion
to compel settlement with a meeting before a magistrate judge on
November 14, 2017.
Note
9.
Segment
Information
The
Company operates in one operating segment. However, the Company has
assets and operations in the United States, Germany and Poland. The
following tables show the breakdown of the Company’s
operations and assets by region (in thousands):
|
United
States
|
Germany
|
Poland
|
Total
|
||||
|
September
30,
2017
|
December
31,
2016
|
September
30,
2017
|
December
31,
2016
|
September
30,
2017
|
December
31,
2016
|
September
30,
2017
|
December
31,
2016
|
Assets
|
$12,928
|
$11,268
|
$6,055
|
$6,264
|
$45
|
$238
|
$19,028
|
$17,770
|
Property
& equipment, net
|
52
|
68
|
1,511
|
1,487
|
-
|
2
|
1,563
|
1,557
|
Intangible
assets
|
10,518
|
10,518
|
-
|
-
|
-
|
-
|
10,518
|
10,518
|
|
United States
|
Germany
|
Poland
|
Total
|
||||
For the three months
ended
|
September
30, 2017
|
September
30, 2016
|
September
30, 2017
|
September
30, 2016
|
September
30, 2017
|
September
30, 2016
|
September
30, 2017
|
September
30, 2016
|
Revenues:
|
|
|
|
|
|
|
|
|
Histology
Equipment
|
$36
|
$68
|
$763
|
$1,337
|
$12
|
$-
|
$811
|
$1,405
|
Histology
Consumables
|
82
|
26
|
495
|
613
|
-
|
20
|
577
|
659
|
Cytology
Consumables
|
-
|
88
|
298
|
187
|
-
|
-
|
298
|
275
|
Total
Revenues
|
$118
|
$182
|
$1,556
|
$2,137
|
$12
|
$20
|
$1,686
|
$2,339
|
Net
loss
|
$(830)
|
$(376)
|
$(884)
|
$70
|
$109
|
$-
|
$(1,605)
|
$(306)
|
|
United States
|
Germany
|
Poland
|
Total
|
||||
For
the nine months ended
|
September
30, 2017
|
September
30, 2016
|
September
30, 2017
|
September
30, 2016
|
September
30, 2017
|
September
30, 2016
|
September
30, 2017
|
September
30, 2016
|
Revenues:
|
|
|
|
|
|
|
|
|
Histology
Equipment
|
$220
|
$283
|
$1,743
|
$3,901
|
$25
|
$8
|
$1,691
|
$4,192
|
Histology
Consumables
|
322
|
96
|
1,735
|
1,770
|
-
|
27
|
2,354
|
1,893
|
Cytology
Consumables
|
-
|
356
|
809
|
842
|
-
|
3
|
809
|
1,201
|
Total
Revenues
|
$542
|
$735
|
$4,287
|
$6,513
|
$25
|
$38
|
$4,854
|
$7,286
|
Net
loss
|
$(2,067)
|
$(1,353)
|
$(2,021)
|
$314
|
$(97)
|
$(91)
|
$(4,185)
|
(1,130)
|
Note
10.
Subsequent
Events
On
October 16, 2017 the Company filed a Form D to issue up to $6.9
million of convertible secured promissory notes and approximately
5.3 million warrants to issue common stock at $0.60 a
share.
On
November 5, 2017, the Board of Directors (the “Board”)
of the Company held a meeting whereby David E. Patterson informed
the Board of his decision to retire as Chief Executive Officer of
the Company, and resign his position as Chairman of the Board and
Board member of the Company, all effective immediately. Mr.
Patterson shall receive three equal monthly payments with each
payment being equal to his monthly salary, and all future
restricted stock grants in the amount of 166,667 shares pursuant to
his employment agreement shall fully vest as of January 1, 2018,
and be issued in consideration for assisting the Company through a
transition period.
Thereafter, Stephen
Von Rump was appointed by a unanimous vote of the Board to the
position of Chief Executive Officer of the Company upon the same
terms and conditions as his current employment, to serve until his
resignation or removal.
The
Board thereafter, by unanimous consent, appointed current Board
member, William Austin Lewis IV, to the position of Chairman of the
Board of Directors of Company to serve until such time as his
removal or resignation.
On November 12,
2107, the Board of Directors of the Company held a meeting whereby
they appointed Joel Kanter, age 61, to the position of Director to
serve until such time as his resignation or termination. Mr.
Kanter’s appointment fills the vacancy created by the
resignation of David E. Patterson.
|
Caution Regarding Forward-Looking Statements
This
report contains “forward-looking statements” –
that is, statements related to future, not past, events. In this
context, forward-looking statements often address our expected
future business and financial performance and financial condition,
and often contain words such as “expect,”
“anticipate,” “intend,” “plan,”
“believe,” “seek,” “see,” or
“will.” These forward-looking statements are not
guarantees and are subject to known and unknown risks,
uncertainties and assumptions about us that may cause our actual
results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity,
performance or achievements expressed or implied by such
forward-looking statements. For us, particular uncertainties that
could cause our actual results to be materially different than
those expressed in our forward-looking statements include: our
ability to raise capital; our ability to retain key employees; our
ability to engage third party distributors to sell our products;
economic conditions; technological advances in the medical field;
demand and market acceptance risks for new and existing products,
technologies, and healthcare services; the impact of competitive
products and pricing; US and international regulatory, trade, and
tax policies; product development risks, including technological
difficulties; ability to enforce patents; and foreseeable and
unforeseeable foreign regulatory and commercialization factors, our
ability to develop new products and respond to technological
changes in the markets in which we compete, our ability to obtain
government approvals of our products, our ability to market our
products, changes in third-party reimbursement procedures, and such
other factors that may be identified from time to time in our
Securities and Exchange Commission ("SEC") filings and other public
announcements including those set forth under the caption
“Risk Factors” in Part 1, Item 1A of our Annual Report
on Form 10-K for the year ended December 31, 2016. All subsequent
written and oral forward-looking statements attributable to us, or
persons acting on our behalf, are expressly qualified in their
entirety by the foregoing. Readers are cautioned not to place undue
reliance on our forward-looking statements, as they speak only as
of the date made. Except as required by law, we assume no duty to
update or revise our forward-looking statements.
Overview of MEDITE Cancer Diagnostics, Inc.
MEDITE
Cancer Diagnostics, Inc. (the “Company”,
“MEDITE”, “it”, “we”, or
“us”), formerly CytoCore, Inc., specializes in the marketing and
selling of MEDITE core products (instruments and consumables),
manufacturing, development of new solutions in histology and
cytology and marketing of molecular biomarkers. These premium
medical devices and consumables are for detection, risk assessment
and diagnosis of cancerous and precancerous conditions and related
diseases. Depending upon the type of cancer, segments within the
current target market of approximately $5.8 billion are growing at
annual rates between 10% and 30%. The well-established brand of
MEDITE is well received and remains a professional description of
the Company’s business. The Company’s trading symbol is
“MDIT”.
In 2016
and 2017 the Company focused on implementation of several growth
opportunities including enhanced distribution of core products
through focused sales and distribution channels, newly developed
and patent allowed assays, new laboratory devices and several
marketing projects like the introduction of SureThin cytology
products for cervical cancer screening in the U. S. The
Company is optimistic about recent marketing efforts focusing on
larger laboratory chains and other important strategic
relationships. The Company has approximately 74 employees in
three countries, a distribution network to over 80 countries and a
wide range of products for anatomic pathology, histology and
cytology laboratories available for sale.
China
is an important market to the Company and they are working through
manufacturing issues addressed under Revenue and Results of
Operations discussed elsewhere within this Report. The
Company believes they have addressed most of the product, service
and training issues in China. The Company sent a technician to
China for approximately four weeks to retrain and review the
policies and procedures relating to the products being serviced by
UNIC in China. We also addressed various issues, including
product related and warranty issues related to prior
deliveries. Sales in China for the three and nine months ended
September 30, 2017 were $15,000 and $45,000 compared to $288,000
and $980,000 for the three and nine months ended September 30,
2016.
The
Company’s cytology product line revenue remained at about the
same levels in Europe (non-Gyn and Gyn applications) during 2016
and 2017. The Company is in the process of moving forward the
submission of an application to the US Food and Drug Administration
(“FDA”) for SureThin Gyn applications, and in the
meantime will sell to clinical labs via Lab Developed Tests under
CMS/CLIA regulations. The Company will be able to compete with the
dominant suppliers in this $600 million market and target major
strategic lab partners. The impact of the gynecology segment
SureThin solution in the US market will drive significant new
revenue and gross margin improvement opportunities in the early
part of 2018.
The
patented self-collection device SoftKit is targeting the
growing POC & POP (Point of Care or Point of Person) market.
Growth in this area is due to consumer driven health care
requirements and the necessity to support and address incremental
patient population needs for screening and on-going diagnostic
tests. SoftKit is planned to be sold through various marketing
channels that serve the gynecology physician consumer health and
emerging post-acute care. The Company is currently developing a
study plan with a major research center in the Midwest, with the
goal of submitting for FDA approval during 2018.
Management believes
that 2017 developments allow the Company to more fully leverage the
products and biomarker solutions from the original CytoCore
component of MEDITE. The first entry will be the introduction of
the SureCyte C1 fluorogenic instant stain, offering tremendous
opportunities for lab efficiencies and enhanced patient care. C1 is
the first of many new offerings under the SureCyte brand that will
ultimately include algorithms for computer-assisted analysis and
advanced assays for micro-environment analysis. The Company is
currently conducting informal studies with several labs in the USA
and preparing a formal study with a hospital in China and
UNIC.
As part
of early SureCyte marketing activities, the Company is working with
numerous US Key Opinion Leaders (KOLs) and clinical sites to test
the C1 stain, provide feedback on the overall product line plans,
and to create white papers and publish articles in highly
recognized peer-reviewed journals and conferences. Similar
approaches are in progress in the EU and also planned for
China.
During
the first quarter of 2016, the Company opened a second German
manufacturing facility with approximately 4,000 square
feet in Nussloch. This facility is utilizing the local
workforce and their experience for the specialized skills required
for manufacturing of the newly developed and updated microtome
product line and the newly developed cryostat (instruments used for
sectioning tissue biopsies). The Company will begin
manufacturing the new cryostat line during the fourth quarter of
2017 and has already taken some customer orders. This enhanced
microtome and cryostat production facility will allow MEDITE to
meet the anticipated demand for these instruments as well as
enhance its worldwide distribution channel through its suppliers
including China.
The
Company operates in one industry segment for cancer screening,
diagnostics instruments and consumables for histology and cytology
laboratories.
Definition:
|
Histology - Cancer diagnostics based on the structures of cells in
tissues
|
|
Cytology - Cancer screening and diagnostics based on the structures
of individual cells
|
Cancers
and precancerous conditions are defined in terms of structural
abnormalities in cells. For this reason cytology is widely used for
the detection of such conditions while histology is typically used
for the confirmation, identification and characterization of the
cellular abnormalities detected by cytology. Other diagnostics
methods such as marker-based assays provide additional information
that can supplement, but which cannot replace cytology and
histology. The trend towards more personalized treatment of cancer
increases the need for cytology, histology and assays for
identifying and testing the best treatment alternatives. The
Company believes that this segment will therefore be increasingly
important for future development of strategies to fight the
“cancer epidemic” (World Health Organization: World
Cancer Report 2014) which expects about a 50 % increase in cancer
cases worldwide within the next 20 years.
This
segment sees a trend toward, and demand for, higher automation for
more throughput in bigger laboratories, process standardization,
digitalization of cell and tissue slides and computer aided
diagnostic systems, while also looking for cost effective
solutions. In the US the Patient Protection and Affordable Care Act
is a national example for the industry. More people have health
insurance and therefore can afford early cancer screening, while at
the same time the payers for health care continue looking for cost
reductions.
MEDITE
acts as a one-stop-shop for histology (also known as anatomic
pathology) laboratories either as part of a hospital, as part of a
chain of laboratories or individually. It is one out of only four
companies offering all equipment and consumables for these
laboratories worldwide. The MEDITE brand stands for innovative and
high quality products – most equipment made in Germany
– and competitive pricing.
For the
cytology market, MEDITE offers a wide range of consumable products
and equipment; in particular for liquid-based-cytology which is an
important tool in cancer screening and detection in the field of
cervical, bladder, breast, lung and other cancer
types.
All of
the Company’s operations during the reporting period were
conducted and managed within this segment, with management teams
reporting directly to the Chief Executive Office. For information
on revenues, profit or loss and total assets, among other financial
data, attributable to operations, see the consolidated financial
statements included herein. Further during these 2016 and 2017
periods the Company added key personnel with excellent historical
performance in new product commercialization, sales development and
internal operations improvement.
Outlook
Due to
promising innovative new products for cancer risk assessment and an
increasing number of distributions contracts executed in the last
years, management believes the profitability and cash-flow of the
business will grow and improve. However, significant on-going
manufacturing issues have been identified and addressed, and
additional operating expenditures may be necessary to manufacture
and market new and existing products to achieve the accelerated
sales growth targets outlined in the Company’s business plan.
To realize the planned growth potential, management will focus its
efforts on 1.) Finishing and gaining approval for the products
currently under development and 2.) Increase sales in the US to
optimize the excellent sales/distribution channels, invigorate the
distribution networks for the EU/ROW, and continue to expand
Chinese market sales by broadening the Company’s
collaborations with the local distributor UNIC. The Company also
will work on continuously optimizing manufacturing capacity and
planning to increase gross margin. Implementation of our plans will
be contingent upon securing additional debt and/or equity
financing. If the Company is unable to obtain additional capital or
generate profitable sales revenues, we may be required to curtail
product development and other activities. The condensed
consolidated financial statements presented herein do not include
any adjustments that might result from the outcome of this
uncertainty.
Currently, the
Company’s sales primarily are generated in Euro currency.
While in 2016 the average USD/Euro exchange rate was 1.1211 for the
nine months ended September 30, 2016, compared to 1.11375 in
September 30, 2017 a nominal decrease, however the conversion rate
at December 31, 2016 was 1.05204 and 1.18128 at September 30, 2017,
respectively. MEDITE’s sales in USD were lower on a year over
year basis as approximately 90% of sales currently occurs in Euros.
The Company is working to lessen the impact of the Euro’s
decline versus the dollar by working towards increasing the
percentage of overall product sales in the US and other countries
such as China whose currency is not pegged to the
Euro.
Results of Operations
The
following discussion and analysis should be read in conjunction
with the Company’s unaudited condensed consolidated financial
statements presented in Part I, Item 1 of this Quarterly Report and
the notes thereto, and our audited consolidated financial
statements and notes thereto, as well as Management’s
Discussion and Analysis contained in our Annual Report on Form 10-K
for the year ended December 31, 2016 filed with the SEC on April
14, 2017.
Three months ended September 30, 2017 as compared to the three
months ended September 30, 2016 (in thousand USD)
Revenue
Revenue
for the three months ended September 30, 2017, was $1,686 as
compared to $2,339 for the three months ended September 30, 2016.
Due to some seasonality in the industry, usually the first half of
the year is weaker because many larger customers buy their lab
equipment during the last 4 to 5 months of the
year. The Company increased sales in the cytology
product during 2016 period, partially through the US sales doubling
during the 2016 period. However due to cash constraints during the
end of 2016 and into 2017, cytology products were not readily
available for sale. MEDITE manufactured lab equipment
decreased during 2017, compared to the same period in 2016. The
sales for the second quarter and to a lesser extent in the third
quarter were impacted by the identification by the new management
team of manufacturing, quality, installation and service issues
that were addressed during the second and third quarters. The new
management team undertook a purposeful slowdown of production in
order to fully address these issues. The Company and its new
management team took a hard look at the product offering and the
endemic problems associated with certain products to make the
necessary changes in development, manufacturing and technical
service. During the second quarter, the Company slowed down its
delivery of certain products to ensure that issues identified were
solved. Service staff attended to equipment in various regions and
reengineered certain equipment as needed. Sales increased slowly
but steadily from April through September and the Company
anticipates that the quality issues have been identified and
closely monitored to ensure that all quality standards are in place
and have been enforced. Sales revenues included customer credits
for returns, allowances and adjustments associated with the
manufacturing quality and services issues discussed above. The
credits totaled $135 for the three month period ended September 30,
2017. New sales for the 2017 period were $1,821. Our sales team has
communicated with our regional distribution channels the changes
that have been implemented and they are working with the Company to
create incremental sales. The sales were also impacted by the lack
of working capital and subsequent supplier delays. The Company
closed on a securities purchase agreement on September 26, 2017
which has provided the Company with needed working capital in the
manufacturing facility to secure parts and consumable products to
fulfill backorders. The Company’s backlog of sales at
September 30, 2017 was approximately $1.0 million.
Costs of Revenue
Cost
of revenues were $1,317 or 78% of the revenues for the three months
ended September 30, 2017, as compared to $1,336, or 57% of the
revenues for the three months ended September 30, 2016. The cost of
revenue consisted of higher manufacturing and fixed costs during
2017 due to lack of working capital which caused delays in sourcing
parts, quality and installation issues discussed above. The Company
has historically experienced cost of revenue as a percentage of
revenue of between 58% and 65%. Manufacturing and service costs
were not absorbed for the period in 2017, as the Company
purposefully slowed down production during the second quarter and
gradually increased production during the third
quarter.
Research and Development
Research
and development expenses are an important part of our business to
keep our existing products competitive, and to develop new
innovative solutions with interesting market potential that will
help us grow future revenues. These expenses include research work
for new cancer markers, engineering and industrial design for the
existing product line, and development of the Company’s
digital pathology strategy. The major components consist of
payroll-related costs for in-house scientific research, mechanical
and electrical engineering, instrument related software development
staff, outsourced development, prototype expenses and material
purchased for R&D.
For
the third quarter 2017, research and development expenses increased
to $423 compared to $305 for the same quarter in 2016. The
Company focused much of its attention during the quarter on quality
and technical services issues worldwide. The former Cytocore
research and development team continued to pursue its new products
which were introduced during the third quarter 2017 at a number of
trade shows in Europe and the Company anticipates that first sales
will begin in the fourth quarter of 2017.
Selling, General and Administrative
For
the third quarter 2017, SG&A expenses were $1,248 as compared
to $860 for the same quarter 2016. Professional fees were higher
for the quarter ended September 30, 2017 specifically related to
$173 for issuance of non-qualified options to purchase common stock
to the Board of Directors for 2017 services which are non-cash
transactions offset by lower professional fees for audit services.
Included in selling, general and administrative expenses for the
three months ended September 30, 2017 was the non-cash impact
related to the issuance of common stock to management and the
amortization of the cost over the vesting period of up to three
years totaling $43 for the three months ended September 30, 2017.
The Company increased its allowance for bad debt by $46 for the
three months ended September 30, 2017 associated with the
receivables identified under revenues. Salaries and wages increased
during the three months ended September 30, 2017, as the Company
completed its hiring of its management team in April and May of
2017.
Operating Loss
The
operating loss of $1,412 for the third quarter of 2017, compares to
$215 for the same quarter of 2016, and is directly related to lower
sales for the period, lower gross margins, higher selling, general
and administrative expenses and higher development costs discussed
above.
Interest Expense
Interest
expenses increased by $30 to $200 in the three months ended
September 30, 2017, compared to $170 for the three months ended
September 30, 2016, due to the amortization of the debt issuance
costs and the amortization of the debt discount attributed to the
secured promissory notes issued on May 25, 2016, which matured on
August 26, 2016. These notes bear interest at 15%, or
$24 for the 2017 period compared to $19 for the 2016 period and the
amortization of the debt issuance costs and debt discount totaled
$7 for the three months ended September 30, 2016. The 2017
period did not have any amortization of the debt issuance costs
related to the secured promissory note. On September 26 and
27, 2017 the Company closed on $5,356 and $572 convertible notes
with related interest of $12 and debt issuance costs of $7 for the
three months ended September 30, 2017.
Net Loss
The
net loss for the quarter ended September 30, 2017, totaled $1,605,
as compared to net loss of $306 for the quarter ended September 30,
2016. The loss for 2017 directly related to lower sales and net
margins for the period and higher selling, general and
administrative expenses and research and development costs
discussed above.
Nine months ended
September 30, 2017 as compared to the nine months ended September
30, 2016 (in thousand USD)
Revenue
Revenue
for the nine months ended September 30, 2017, was $4,854 as
compared to $7,286 for the nine months ended September 30, 2016.
Due to some seasonality in the industry, usually the first quarter
of the year is weaker because many larger customers buy their
larger equipment during the last 4 to 5 months of the
year. The Company increased sales in the cytology product
during 2016 period , partially through the US sales doubling during
the 2016 period. However due to cash constraints during the end of
2016 and into 2017, cytology products were not available for
sale. MEDITE manufactured lab equipment decreased during
2017, compared to the same period in 2016. The sales for the first
nine months were impacted by the identification by the new
management team of manufacturing, quality, installation and service
issues that were addressed during the period. The new management
team undertook a purposeful slowdown of production in order to
fully address these issues. Sales revenues included customer
credits for returns, allowances and adjustments associated with the
manufacturing quality and services issues discussed above. The
credits totaled $421 for the nine month period ended September 30,
2017. New sales for the 2017 period were $5,275. The Company and
its new management team took a hard look at the product offering
and the endemic problems associated with certain products to make
the necessary changes in the manufactured products. During the
period, the Company slowed down its delivery of certain products to
ensure that issues identified were solved. Service staff attended
to equipment in various regions and reengineered certain equipment
as needed. Sales increased slowly but steadily from April through
September and the Company anticipates that the quality issues have
been identified and closely monitored to ensure that all quality
standards are in place and have been enforced. The sales were also
impacted by the lack of working capital and subsequent supplier
delays. The Company closed on a securities purchase agreement on
September 26, 2017 which has provided the Company with needed
working capital in the manufacturing facility to secure parts and
consumable products to fulfill backorders. The Company’s
backlog of sales at September 30, 2017 was $1.0
million.
Costs of Revenue
Cost
of revenues were $3,756, or 77% of the revenues for the nine months
ended September 30, 2017, as compared to $4,095, or 56% of the
revenues for the nine months ended September 30, 2016. The cost of
revenue consisted of higher manufacturing and fixed costs during
2017 due delays in sourcing parts, quality and installation issues
discussed above. The Company has historically experienced cost of
revenue as a percentage of revenue of between 58% and 65%.
Manufacturing and service costs were not absorbed for the period in
2017, as the Company purposefully slowed down production for April
2017 and gradually increased production in May through September.
The service personnel were focused on reinstallation of equipment,
identifying solutions to prior installation, retraining their
distributors’ installers and evaluating what products went
back to the development department for reengineering.
Research and Development
Research
and development expenses are an important part of our business to
keep our existing products competitive, and to develop new
innovative solutions with interesting market potential that will
help us grow future revenues. These expenses include research work
for new cancer markers engineering and industrial design for the
existing product line, and development of the Company’s
digital pathology strategy. The major components consist of
payroll-related costs for in-house scientific research, mechanical
and electrical engineering, instrument related software development
staff, outsourced development, prototype expenses and material
purchased for R&D.
For
the nine month ended September 30, 2017, research and development
expenses increased to $1,177 compared to $1,086 for the same
period in 2016. The Company expensed approximately $200 of
development expense for the nine months ended September 30, 2017.
The Company focused all its attention for the period as it related
to the manufacturing and service issue in Germany. The former
Cytocore research and development team continued to pursue its new
products rolled out in the third and fourth quarter of
2017.
Selling, General and Administrative
For
the nine months ended September 30, 2017, SG&A expenses were
$3,258 as compared to $2,635 for the same period in 2016.
Professional fees were approximately the same for the nine months
ended September 30, 2017 however included was the $173 amortization
of the non-qualified stock options issued to the Board of Directors
offset by lower audit fees for the annual audit. Included in
selling, general and administrative expenses for the nine months
ended September 30, 2017 was the non-cash impact related to the
issuance of common stock to management and the amortization of the
cost over the vesting period of up to three years totaling $105 for
the nine months ended September 30, 2017. The Company increased its
allowance for bad debt by $105 for the nine months ended September
30, 2017 associated with the related receivables identified above
under revenues. Salaries and wages increased during the nine months
ended September 30, 2017, as the Company completed its hiring of
its management team in April and May of 2017. Severance payments
through September 30, 2017 were $119 for the nine months ended
September 30, 2017 related to the agreements signed with Michael
and Michaela Ott on May 5, 2017.
Operating Loss
The
operating loss of $3,550 for the nine months ended September 30,
2017, compares to $684 for the same period in 2016, and is directly
related to lower sales and margin for the period and higher
selling, general and administrative expense discussed
above.
Interest Expense
Interest
expenses decreased by $110 to $460 in the nine months ended
September 30, 2017, compared to $570 for the nine months ended
September 30, 2016, due to the amortization of the debt issuance
costs and the amortization of the debt discount attributed to the
secured promissory notes issued at December 31, 2015, which matured
on March 31, 2016. These notes bear interest at 15%, or
$73 for the 2017 period compared to $65 for the 2016 period and the
amortization of the debt issuance costs and debt discount totaled
$250 for the nine months ended September 30, 2016. The 2017
period had amortization of the debt issuance costs of $0 for the
secured promissory notes. During the nine months ended September
30, 2017 the Company recorded $64 for interest expense related to
repricing of the warrants related to the secured promissory notes.
For the nine months ended September 30, 2017 and 2016, the Company
recorded $133 and $116, respectively, for the fair value of
warrants issued related to the penalty, default and refinancing
feature in the secured promissory notes. On September 26 and
27, 2017 the Company closed on $5,356 and $572 convertible notes
with related interest of $12 and debt issuance costs of $7 for the
nine months ended September 30, 2017.
Net Loss
The
net loss for the nine months period ended September 30, 2017,
totaled $4,185, as compared to net loss of $1,130 for the nine
months ended September 30, 2016. The loss for 2017 directly related
to lower sales and margin for the period and higher selling,
general and administrative expenses discussed above. Decreased
interest costs, resulted from the amortization of the debt issuance
cost and debt discount with the secured promissory notes of $250 in
2016 offset by repricing and warrant issuances discussed
above.
Liquidity and Capital Resources
Due
to the pending introduction of promising new products and
distributions contracts executed in the last two years and as well
as management changes with increased focus on the various sales
channels and manufacturing and quality systems, management
anticipates the profitability and cash flow of the business will
improve. However, significant on-going manufacturing issues have
been identified and addressed and additional operating expenditures
may be necessary to manufacture and market new and existing
products to achieve the accelerated sales growth targets outlined
in the Company’s business plan. To realize the planned growth
potential management will focus its efforts on 1.) Finishing and
gaining approval for the products currently under development and
2.) Increasing sales in the USA through multiple focused sales
distribution channels continue to increase EU/ROW distribution and
continue to expand Chinese market sales by broadening the
Company’s collaborations with the local distributor UNIC. We
also will work on continuously optimizing manufacturing cost to
increase our gross margin. Specific forecasting is monitored
continually by the Company to improve purchasing and through put
management.
For the
nine months ended September 30, 2017, we used net cash in
operations of approximately $1,855 compared to $1,140 for the same
period in 2016. During 2017, cash used in operations consisted of
loss from operations, offset by non-cash transactions for warrants
issued related to secured promissory notes, stock-based
compensation, loss on extinguishment of notes due to employees, and
net changes in accounts receivables, inventories and accounts
payables and accrued expenses. During 2016, cash used in operations
consisted of loss from operations, offset by non-cash transactions
for warrants issued related to secured promissory notes and net
changes in accounts receivable, inventories and accounts payable
and accrued expense.
For the
nine months ended September 30, 2017, net cash used in investing
activities were $43 compared to $3 net cash provided for the same
period in 2016. The change in this activity relates to
decreases other asset balances in 2016.
For the
nine months ended September 30, 2017, financing activities provided
$3,663 compared $333 for the same period in 2016. The Company sold
5.1 million shares of common stock for $2.6 million during the nine
month period ended September 30, 2017, net of $181 of issuance
costs. The Company borrowed $5.3 million, net of debt discounts for
the nine months ended September 30, 2017 through the convertible
debt transactions closed at the end of September 2017 offset by
repayments of $2.8 million of lines of credits and the DZ loan. In
addition, during the 2017 period the Company repaid $182 of notes
due to employees and $333 of secured promissory notes and converted
$133 of secured promissory notes into subordinated convertible
debt. The Company is required to maintain restricted cash balances
related to the convertible debt of $393.
The
Company must contemplate continuation as a going concern. This
contemplates the realization of assets and the liquidation of
liabilities in the normal course of business. At
September 30, 2017, the Company’s cash balance was $1.7
million and its operating losses for the nine months ended
September 30, 2017 and the year ended December 31, 2016, have used
most of the Company’s liquid assets. These factors raise
substantial doubt about the Company’s ability to continue as
a going concern. However working capital has improved by
approximately $4.3 million from December 31, 2016.
The
Company has settled three of the five employee notes for $330 of
notes and warrants. In April 2017 the Company paid $94 for the
first installment and issued warrants to purchase 1,029,734 shares
of common stock at $0.50, for a period of 5 years. The balances
owed to these employees remains outstanding as of September 30,
2017. In November 2017, the employees
have agreed to renegotiate the March 30, 2017 agreement in good
faith with the Company as to a future payment plan mutually
agreeable by all parties.
The
Company has accrued wages and vacation of approximately $1.1
million payable to the former CFO at September 30, 2017 and
December 31, 2016. In August 2017, the Company executed a term
sheet whereby a formal settlement agreement and forbearance
agreement must be entered with the court. Pursuant to the
agreement, the Company is to issue a combination of stock, warrants
and payments over a period of up to three years. See Note 8 for
further discussion regarding the legal proceedings with the
Company’s former CFO.
Also
included in accrued salaries, vacation and related expenses are
amounts owed to both the Michaela and Michael Ott totaling
approximately $142 at September 30, 2017. The payments are to be
made in 18 installments scheduled to start on October 31, 2017. The
Company is reviewing additional agreements to settle the debt owed
from the US entity where the wages were earned versus the German
entity. The Company is working to get these payments paid as of the
date of this filing due to the changes requested by Michaela and
Michael Ott.
The
Company owes Ms. Ott, 99 Euros ($117 as September 30, 2017). The
Company has established a payment plan whereby the balances owed
will be repaid beginning on October 31, 2017, over a 24 months
period. The Company has made the first payment due on October 31,
2017.
Management
continues to expand its product offerings and has also expanded its
sales and distribution channels during 2017.
Off-Balance Sheet Arrangements
As
of September 30, 2017, we did not have any relationships with
unconsolidated entities or financial partners, such as entities
often referred to as structured finance or special purpose entities
established for the purpose of facilitating off-balance sheet
arrangements or other contractually narrow or limited purposes. As
such, we are not materially exposed to any financing, liquidity,
market or credit risk that could arise if we had engaged in such
relationships.
Item 4.
Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our
Chief Executive Officer and our Chief Financial Officer, evaluated
the effectiveness of our disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) promulgated under the
Securities Exchange Act of 1934, as amended, the “Exchange
Act”) as of the end of the period covered by this report.
Based on that evaluation, our Chief Executive and Chief Financial
Officers have concluded that our disclosure controls and procedures
were effective to provide reasonable assurance that the information
we are required to disclose in the reports filed or submitted by us
under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the SEC’s rules
and forms, and accumulated and communicated to our management,
including our Chief Executive Officer and Chief Financial Officer,
as appropriate to allow timely decisions regarding required
disclosure.
Part II. Other
Information
Item 1.
Legal
Proceedings.
On
November 13, 2016, the Company’s former CFO filed a complaint
against the Company and certain officers and directors of the
Company in the United States District Court for the Northern
District of Illinois, Eastern Division, Case No. 1:16-cv-10554,
whereby he is alleging (i) breach of the Illinois Wage and
Protection Act, (ii) breach of employment contract and (iii) breach
of loan agreement. He is seeking monetary damages up to
approximately $1,665,972. The Company has denied the substantive
allegations in the complaint and is vigorously defending the suit.
Management believes that the claims set forth in the complaint
against the Company are without merit. The Company has accrued
wages and vacation of approximately $1.1 million and a $50,000 note
payable to the former CFO at September 30, 2017 and December 31,
2016. The presiding Federal Judge has referred the lawsuit to
mediation. No settlement was reach during the April 2017
meditation. The Company has proactively initiated settlement offer.
In August 2017, the parties executed a Settlement Term Sheet
whereby a final forbearance and settlement agreement must be filed
with the magistrate judge. On November 8, 2017 the Plaintiff filed
a motion to compel settlement with a meeting before a magistrate
judge on November 14, 2017.
Item 2.
Unregistered Sales of Equity Securities and Use
of Proceeds.
On
March 7, 2017 the Company filed a $4,250,000 Form D to issue up to
8.5 million shares of common stock and approximately 2.2 million
warrants to issue common stock at $0.50 a share. During the nine months ended September 30, 2017,
the Company issued 5,060,000 shares of common stock for $2,530,000,
less $181,000 of issuance costs. In connection with the issuance of
common stock, the Company issued 2,530,000 warrants to purchase
shares of common stock at $0.50, for a term of 5 years. We also
issued 50,000 shares from stock subscriptions of $25,000 at
December 31, 2016 and issued 25,000 warrants on the same terms and
conditions. The Company incurred $191,625 of cash commissions and
issued 176,625 warrants associated with the sale of these
securities. These issuances were exempt from registration pursuant
to Rule 506(b) of the Securities Act of 1933.
On September 26, 2017, the Company entered into a
securities purchase agreement (the “Purchase
Agreement”) with GPB Debt Holdings II,
LLC (“GPB”), pursuant to which the Company
issued to the GPB (i) a secured convertible promissory note in the
aggregate principal amount of $5,356,400 (the “Note”)
at a purchase price equal to 97.5% of the Face Value of the of the
original $5 million Note and an additional discount of 300,000 Euro
($356,400 at September 26, 2017) attributed to the purchase and
settlement of the 750,000 Euro ($890,325 at September 26, 2017)
note with VR Equity Partners formerly DZ Equity Partners
(“DZ”) by the GPB and
considered an additional purchase discount, with the Company
receiving net proceeds of $4.9 million and (ii) a warrant to
purchase an aggregate of 4,120,308 shares of the common stock, par
value $0.001 per share, of the Company (the “Warrant”).
The Note matures on the 36th month anniversary date following the
Closing Date, as defined in the Note (the “Maturity
Date”). The Note is secured by a senior secured first
priority security interest on all of the assets of the Company and
its subsidiaries evidenced b y a security agreement (the
“Security Agreement”). Each subsidiary also entered
into a guaranty agreement pursuant to which the subsidiaries have
guaranteed all obligations of the Company to the GPB. The Note
bears interest at a rate of 13.25% per annum (which interest is
increased to 18.25% upon an Event of Default). The Note is
initially convertible at a price of $0.65 (the “Conversion
Price”) into 8,240,615 shares of common stock. The Conversion
Price and exercise price of the Warrant is subject to a ratchet
downside protection with a $0.30 per share floor price in the event
the Company issues additional equity securities, and subject to
adjustments for stock splits, dividends, combinations,
recapitalizations and the like. The Note is being amortized
quarterly at a rate of 10% of the face value of the Note beginning
on month 24, with the remaining 60% due at the Maturity Date. There
is a flat 3% success fee which allows for the prepayment of the
Note and applies to the payment of principal during the Term
through the Maturity Date. The Note contains customary
Events of Default. The Notes contain certain covenants, such as
restrictions on the incurrence of indebtedness, the existence of
liens, the payment of restricted payments, redemptions, and the
payment of cash dividends and the transfer of assets. The Warrant is not to be exercisable until 6
months after the closing date. GPB also has a Right of
Participation for any Company offering, financing, debt purchase or
assignment for 36 months after the closing date. The Company is
required to maintain a 6 month interest reserve of $354,862. In
connection with the loan, the Company issued 182,927 of shares of
common stock totaling $75,000 of compensation to its broker and
375,000 warrants to purchase common stock at $0.60. These issuances
were exempt from registration pursuant to Rule 506(b) of the
Securities Act of 1933.
In
connection with the Purchase Agreement, the Company entered into a
Registration Rights Agreement (the “Registration Rights
Agreement”) pursuant to which the Company will file a
registration statement with the Securities and Exchange Commission
relating to the offer and sale by the s GPBs of the shares of
common stock underlying the Warrant (the “Warrant
Shares”). Pursuant to the Registration Rights Agreement,
the Company is obligated to file the registration statement within
60 days and to use best efforts to cause the registration statement
to be declared effective within 90 days. Failure to meet those
and related obligations, or failure to maintain the effective
registration of the Warrant Shares will subject the Company to
payment for liquidated damages.
The
Company shall use the proceeds of this offering to pay (i) the
outstanding balance of various credit facilities due to
Hannoveresche Volksbank in the amount of $2.3 million, (ii) the
outstanding balance of a settlement with VR Equity in the amount of
$0.5 million and (iii) the outstanding balance on secured
promissory notes in the amount of $301,000, with the remaining
balance for working capital of $1.4 million and $125,000 of broker
fees and $171,000 of GPBs legal fees.
Pursuant to the
above transaction, the Company converted 2 notes with a balance of
approximately $133,000 of secured promissory notes into $137,000 of
debt in a subordinated transaction with similar terms and
conditions as the transaction with the GPB stated above and 3
additional investors totaling $425,000 invested in $436,000 of debt
in subordinated transaction with similar terms and conditions as
the transaction with the GPB.
Item
3.
Defaults upon Senior Securities.
On
January 10, 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”),
which was obtained on January 16, 2017which extended the maturity
of the Notes to June 30, 2017
In 2016, the 2015 Notes and 2016 Notes matured and were not
repaid. Therefore the 2016 Notes were in default on
August 26, 2016 and on April 1, 2016 the 2015 Notes were in
default.
On July 10, 2017, all holders of the 2015
and 2016 Notes, with the exception of a single individual who holds
two (2) Notes and has elected not to waive default, agreed to
further extend the repayment of the Notes until July 31, 2017 and
was thereafter further r extended through September 30, 2017. No
additional consideration is being given by the Company for this
extension by the consenting 2015 Notes. The noteholders received a
payoff letter, and at September 30, 2017, all noteholders except
two have been repaid. The Company has paid $50,000 of the balance
outstanding of $83,333 at September 30, 2017 on October 2017 and in
November 2017 the remaining $33,333 balance was
repaid.
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) to extend the payment
date of a credit facility in the outstanding principal amount of
EUR 750,000 until September 1, 2017. In consideration for the
extension, Medite shall pay an interest increase on the outstanding
principal balance of three percent (3%). . On September 26, 2017,
GPB purchased the participation rights agreement with DZ and
settled the debt owed by the Company and included the balance and
in the related debt outstanding discussed above.
On
November 12, 2107, the Board of Directors of the Company held a
meeting whereby they appointed Joel Kanter to the position of
Director to serve until such time as his resignation or
termination. Mr. Kanter’s appointment fills the vacancy
created by the resignation of David E. Patterson.
Mr.
Joel Kanter, 61 years of age, has served as President of Windy
City, Inc., a privately held investment firm, since July
1986.
From
1989 to November 1999, Mr. Kanter served as the President, and
subsequently as the President and Chief Executive Officer of Walnut
Financial Services, Inc., a publicly traded company (NMS: WNUT).
Walnut Financial’s primary business focus was the provision
of different forms of financing to small business, by providing
equity financing to start-up and early stage development companies,
providing bridge financing to small and medium-sized companies, and
providing later stage institutional financing to more mature
enterprises. The Company was sold to Tower Hill Capital Group in
1999 in a transaction valued at approximately $400
million.
From
1978 - 1980, Mr. Kanter served as a Legislative Assistant to former
Congressman Abner J. Mikva (D-Ill.). In that position, Mr. Kanter
provided support to Congressman Mikva with respect to activities
related to his position on the House Judiciary Committee. In
particular, Mr. Kanter was intimately involved in efforts then
underway to reform the Federal Criminal Code. Mikva subsequently
became the Chief Judge of the U.S. Court of Appeals for the
District of Columbia Circuit, and then served as Counsel to
President Clinton.
From
1980 - 1983, Mr. Kanter served as Special Assistant to the National
Association of Attorneys General. In that position, he represented
the interests of the State Attorneys General in Washington, D.C. in
the criminal justice and environmental arenas. In particular, Mr.
Kanter was involved in the legislative efforts to reenact the Clean
Air Act, the Clean Water Act, and to enact the original Superfund
Legislation.
From
1983 - 1985, Mr. Kanter served as the Staff Director of the House
Rules Committee's Subcommittee on Legislative Process Chaired by
the late Congressman Gillis W. Long (D-La.). He also lent
considerable support to the activities of the House Democratic
Caucus, which was also chaired by Congressman Long. In particular,
Mr. Kanter was intimately involved in the effort to provide a new
debate format that was first used during the Democratic Primary in
New Hampshire in 1984 and was moderated by Phil Donahue and Ted
Koppel. He was also involved in authoring a House Democratic Caucus
publication called Blueprint for
America which served as the basis for several subsequent
Democratic Platforms and the policy efforts of the Democratic
Leadership Council. Congressman Long passed away in early
1985.
From
April 1985 through June 1986, Mr. Kanter served as Managing
Director of The Investors' Washington Service, an investment
advisory company specializing in providing advice to large
institutional clients regarding the impact of federal legislative
and regulatory decisions on debt and equity markets. Clients
included Amoco Oil, AT&T, Bankers Trust, Chase Manhattan Bank,
General Motors, and J.C. Penney.
Mr.
Kanter serves on the Board of Directors of one other public
company, Magna-Labs, Inc., formerly involved in the development of
a cardiac MRI device. Mr. Kanter also serves on the Boards of
several private concerns including Fibralign Corporation, Mercator
MedSystems, Inc., Orpheus Biosciences, Inc., and Serpin
Phama.
Mr.
Kanter is also a current Trustee Emeritus and past President of the
Board of Trustees of The Langley School in McLean, Virginia, a
former Trustee at the Georgetown Day School in Washington, D.C.,
and of the Union Institute & University, the Country’s
first Online University. He is also the current Board Chair of the
Black Student Fund, the Education Committee Chairman of the Kennedy
Center’s National Committee on the Performing Arts, and
serves as an appointee of the State Legislature to the
Gubernatorial Virginia Israel Advisory Board.
Mr.
Kanter holds a B.A in Political Science and a B.S. in Psychology
from Tulane University.
Item 6.
Exhibits
Exhibit
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|
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Number
|
|
Description
|
|
|
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10.1
|
|
Form of
First Amendment to Amended and Restated Securities Purchase
Agreement
|
|
|
|
|
Section 302 certification by the principal executive officer
pursuant to Rules 13a-14(a) or 15d-14(a) of the Securities Exchange
Act of 1934, as adopted pursuant to Section 302 of the Sarbanes
Oxley Act of 2002.
|
|
|
|
|
|
Section 302 certification by the chief financial officer pursuant
to Rules 13a-14(a) or 15d-14(a) of the Securities Exchange Act of
1934, as adopted pursuant to Section 302 of the Sarbanes Oxley Act
of 2002.
|
|
|
|
|
|
Section 906 certification by the principal executive pursuant to 18
USC. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes Oxley Act of 2002.
|
|
|
|
|
|
Section 906 certification by the chief financial officer pursuant
to 18 USC. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes Oxley Act of 2002.
|
|
|
|
|
101.INS
|
|
XBRL Instance
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Labels
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation
|
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, thereunto duly authorized.
|
MEDITE Cancer Diagnostics, Inc.
|
|
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Date: November 14, 2017
|
/s/ Stephen Von Rump
|
|
Stephen Von Rump
|
|
Chief Executive Officer
|
|
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Date: November 14, 2017
|
/s/ Susan Weisman
|
|
Susan Weisman
|
|
Chief Financial Officer
|
-11-