UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of report (Date of earliest event reported)
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February 20,
2018
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MEDITE CANCER DIAGNOSTICS, INC.
(Exact
Name of Registrant as Specified in Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
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):
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement.
From February 20, 2018, MEDITE Cancer Diagnostics, Inc., (the
“Company”) consummated the closing of a Securities
Purchase Agreement (the “Purchase Agreement”) with one
(1) accredited investor (“Purchaser”), pursuant to
which the Company issued to the Purchaser a secured promissory note
in the aggregate principal amount of $37.500 (the
“Note”) The Note mature on the 60th month anniversary
date following the Closing Date, as defined in the Note (the
“Maturity Date”). Accrued interest shall be paid in
restricted common stock of the Company calculated at a value
of $0.075 per share and on the basis of a 360-day year and shall
accrue and compound monthly. The Note
is secured by a security agreement (the “Security
Agreement”) and shall represent a perfected senior lien on
all of the assets of the Company and its subsidiaries and will be
subordinate to the obligation entered into with GPB Debt Holdings
II, LLC and the affiliated subordinate investors on September 26,
2017. The Note shall bear interest at a rate of 12% per annum. In
addition, and in accordance with the terms of the Purchase
Agreement, the Purchaser is to be issued 500,000 shares of the
Company’s restricted common stock at 0.075 per share (the
“Shares”). The Purchaser shall have piggy-back
registration rights with respect to the Shares.
The foregoing summary of the transactions contemplated by the
Purchase Agreement and the documents and instruments to be executed
and/or issued in connection therewith, does not purport to be
complete and is qualified in its entirety by reference to the
definitive transaction documents, copies of which were filed as
Exhibits to the Company’s Form 8K filed on February 12,
2018.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
In connection with the transactions described in Item 1.01 of this
Current Report, which is incorporated into this Item 2.03, the
Company has closed a Purchase Agreement with the Purchaser as of
the date set forth in Item 1.01 pursuant to which it agreed to
issue the Note, Shares and Security Agreement to the Purchaser. The
Note will bear interest at a rate of 12% per annum, will be secured
in accordance with the terms and conditions of the Security
Agreement, and will be due and payable on the 60th month
anniversary date following the Closing Date, as defined in the Note
or upon acceleration in accordance with its terms. Accrued interest
shall be paid in restricted common stock of the Company
calculated at a value of $0.075 per share and on the basis of a
360-day year and shall accrue and compound monthly. The Company may prepay the Note at any time and
from time to time without penalty. Payment of the obligations under
the Note may be accelerated, in general, upon any of the following
events: (i) an uncured failure to pay any amount under the Note
when due; (ii) an uncured breach by the Company of its obligations
under any of the offering documents; (iii) a material breach by the
Company of its representations and warranties contained in the
offering documents; (iv) certain material judgments are rendered
against the Company; and (v) the occurrence of certain voluntary
and involuntary bankruptcy proceedings.
Item 3.02 Unregistered Sales of Equity Securities.
The Company agreed to issue the Note and Shares to the Purchaser in
reliance upon the exemption from registration under Section 4(a)(2)
of the Securities Act of 1933, as amended, and Rule 506 of
Regulation D promulgated thereunder. The information disclosed in
Items 1.01 and 2.03 is incorporated into this Item 3.02 in its
entirety.
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 26, 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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