Attached files
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| EX-10.1 - FORBEARANCE AGREEMENT - Medite Cancer Diagnostics, Inc. | ex10-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date
of report (Date of earliest event reported)
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February 5,
2018
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MEDITE CANCER DIAGNOSTICS, INC.
(Exact
Name of Registrant as Specified in Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
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333-143570
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36-4296006
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(Commission File
Number)
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(IRS
Employer Identification No.)
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4203 SW 34th St.
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Orlando, FL
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32811
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(Address of
Principal Executive Offices)
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(Zip
Code)
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(407)
996-9630
(Registrant’s
telephone number, including area code)
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
☐ Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On February 5,
2018, MEDITE Cancer Diagnostics, Inc. (the “Company” or
“Borrower”) entered into a Forbearance Agreement (the
“Agreement”) with GPB Debt Holdings II LLC
(“Lender”) whereby the Lender has agreed to forbear
exercising its remedies in connection with certain defaults of the
Company pursuant to a Convertible Note in the favor of Lender in
original principal balance of $5,356,400. The Agreement provides
the following regarding the material terms of
forbearance:
Forbearance; Forbearance Default Rights and
Remedies.
Effective as of the
date hereof, Lender agrees that until the expiration or termination
of the Forbearance Period (as hereinafter defined), it will
temporarily forbear from exercising any Default-related rights and
remedies against Borrower, in each case solely with respect to the
Specified Defaults; provided, however, that:
except
as otherwise expressly provided herein, the Specified Defaults
shall each continue to constitute an actionable Event of Default
for the purpose of triggering all limitations, restrictions or
prohibitions on certain actions that may be taken or omitted or
otherwise acquiesced to by or on behalf of Borrower pursuant to the
Transaction Documents, including, without limitation, any
limitations, restrictions or prohibitions with respect to any
distribution, advance or other payment directly or indirectly from
or for the benefit of Borrower to any direct or indirect owner of
an equity interest in Borrower; and any actions or inactions taken
or omitted or otherwise acquiesced to by or on behalf of Borrower
in violation of such provisions, in each case while any Default or
Event of Default (including the Specified Defaults) exists, will
constitute additional Events of Default under the Transaction
Documents, as well as a Forbearance Default (as hereinafter
defined) under this Agreement; and
default
and/or other notices and correspondence to Borrower may be
delivered in accordance with the terms of this
Agreement.
As used
herein, the term “Forbearance Period” shall
mean the period beginning on the date hereof and ending on the
earliest to occur of: (i) 11:59 PM (New York Time) on July 1, 2018,
with respect to the exercise of registration rights by Borrower
pursuant to Section 4.9 of the SPA, (ii) 11:59 PM (New York Time)
on July 1, 2108, or upon the completion of a two million dollar
($2,000,000 equity funding by Borrower, whichever is earlier, with
respect to the maintenance of the required interest reserve account
pursuant to the Transaction Documents, and (ii) with respect to the
repayment of deferred monthly interest payments pursuant to the
Transaction Documents, the Forbearance Period shall terminate on
April 1, 2018, except that Borrower shall be required to make such
payments of deferred interest (including interest accruing at the
revised default rate of 15.75% for the Cash Interest specified in
clause (e) below) during the last three (3) months of 2018, in
addition to the interest payments owed and due to Lender for such
months, so as to be current on all monthly interest payments by
December 31, 2018, (iv) the date on which Lender delivers to
Borrower a written notice terminating the Forbearance Period, which
notice may be delivered at any time upon or after the occurrence of
any Forbearance Default (as hereinafter defined), and (v) the date Borrower
repudiates or asserts any defense to any Obligation or other
liability under or in respect of this Agreement or the Transaction
Documents or applicable law, or makes or pursues any claim or cause
of action against Lender; (the occurrence of any of the foregoing
clauses (i) and (v), a “Termination Event”). As
used herein, the term “Forbearance Default”
shall mean: (A) the occurrence of any Default or Event of Default
other than the Specified Defaults; (B) the failure of Borrower to
timely comply with any material term, condition, or covenant set
forth in this Agreement; (C) the failure of any representation or
warranty made by Borrower under or in connection with this
Agreement to be true and complete in all material respects as of
the date when made; or (D) Lender’s reasonable belief that
Borrower: (1) has ceased or is not actively pursuing mutually
acceptable restructuring or foreclosure alternatives with Lender;
or (2) is not negotiating such alternatives in good faith. Any
Forbearance Default will not be effective until one (1) Business
Day after receipt by Borrower of written notice from Lender of such
Forbearance Default. Any effective Forbearance Default shall
constitute an immediate Event of Default under the Transaction
Documents. In addition, Borrower agrees that no Board of Director
or management changes shall be made without the prior written
consent of Lender for a period of twelve (12) months from the
effective date of this Agreement.
Upon
the occurrence of a Termination Event, the agreement of Lender
hereunder to forbear from exercising any default-related rights and
remedies shall immediately terminate without the requirement of any
demand, presentment, protest, or notice of any kind, all of which
Borrower waives (other than the notice expressly provided in
Section 1(b). Borrower agrees that Lender may at any time
thereafter proceed to exercise any and all of its rights and
remedies under any or all of the Transaction Document and/or
applicable law, including, without limitation, its rights and
remedies with respect to any of the Specified Defaults that are
continuing at such time. Without limiting the generality of the
foregoing, upon the occurrence of a Termination Event, without the
requirement of any demand, presentment, protest, or notice of any
kind, other than the notice expressly provided in Section 1(b), (i)
Lender may commence any legal or other action to collect any or all
of the Obligations from Borrower and/or any Collateral, and
(ii) Lender may take any other enforcement action or otherwise
exercise any or all rights and remedies provided for by any or all
of the Transaction Documents and/or applicable law, all of which
rights and remedies are fully reserved by Lender, in accordance
with the terms and conditions of the Transaction Documents, and
applicable law.
Any
agreement to extend the Forbearance Period, if any, must be set
forth in writing and signed by a duly authorized signatory of
Lender, and Borrower acknowledges that Lender has not made any
assurances concerning any possibility of an extension of the
Forbearance Period.
(e)
Lender and Borrower agree that solely for the January 2018,
February 2018, and March 2018 interest payments, the Cash Interest
default rate shall be reduced to 15.75% and such default interest
shall be paid as specified in clause (b) above.
Item 9.01 Financial Statements and Exhibits
Exhibit No.
Description
10.1
Forbearance
Agreement
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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MEDITE CANCER
DIAGNOSTICS, INC.
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Date: February
9, 2018
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By:
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/s/ Stephen Von
Rump
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Stephen Von
Rump
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Chief Executive
Officer
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