AVANT DIAGNOSTICS, INC. (OTCMKTS:AVDX) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement
Item 2.01 Completion of Acquisition or Disposition of Assets
Item 3.02 Unregistered Sales of Equity Securities.
On March 30, 2018, Avant Diagnostics, Inc. entered into an Asset Purchase Agreement (the "Purchase Agreement") with Amarantus Bioscience Holdings, Inc., a Nevada corporation ("AMBS") to which the Company sold all intellectual property related to its MSPrecise®, Lympro®, and NuroPro® assets to AMBS in exchange for, among other things, the following: (i) cancellation of all principal, interest and other amounts owed to AMBS to those certain promissory notes issued on February 28, 2016 (which was assumed by the Company in connection with that certain asset purchase agreement, dated May 11, 2016, by and between the Company and Theranostics Health, Inc.) and March 7, 2016 (of which $100,000 has been paid to date), (ii) assumption by AMBS of $322,500 of contingent liabilities assumed by the Company to the terms of that certain share exchange agreement, dated May 11, 2016, by and between the Company and AMBS (the “Exchange Agreement”), (iii) the issuance by AMBS of 1,000,000 shares of its common stock to the Company, subject to a lock-up period substantially similar to the lock-up period described below and (iv) the issuance of approximately 30,092,743 shares by the Company to AMBS in satisfaction of all remaining amounts owed to AMBS to the terms of the Exchange Agreement, subject to the lockup period described below (the “Transaction”). The Transaction closed upon the execution of the Purchase Agreement.
The Purchase Agreement includes customary representations, warranties and covenants of the Company, and AMBS made solely for the benefit of the parties to the Purchase Agreement. The assertions embodied in those representations and warranties were made solely for purposes of the contract among the Company and AMBS and may be subject to important qualifications and limitations agreed to by the Company and AMBS in connection with the negotiated terms. Moreover, some of those representations and warranties may not be accurate or complete as of any specified date, may be subject to a contractual standard of materiality different from those generally applicable to stockholders or may have been used for purposes of allocating risk among the Company and AMBS rather than establishing matters as facts. Persons not party to the Purchase Agreement, including, without limitation, the Company's shareholders and other investors, should not rely on the representations, warranties and covenants in the Purchase Agreement or any description thereof as characterizations of the actual state of facts of the Company and AMBS or any of their respective subsidiaries or affiliates.
The Company issued an aggregate consideration of 30,092,743 shares of its common stock for the Transaction (the "Consideration"). Each share of Company common stock received in connection with the Transaction shall be subject to a lock-up beginning on the Effective Date and ending on the earlier of (i)eighteen (18) months after such date or (ii)a Change in Control (as defined in thePurchase Agreement) or (iii)written consent of the Company, at the Company's sole discretion.
The Consideration described above was not registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state, and were offered and sold in reliance on the exemption from registration afforded by Section 4(a)(2) or other appropriate exemptions promulgated under the Securities Act. This current report shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from the registration requirements and certificates evidencing such securities contain a legend stating the same.
The foregoing information is a summary of the agreement involved in the transactions described above, is not complete, and is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached as an exhibit to this Current Report on Form 8-K. Readers should review such agreement for a complete understanding of the terms and conditions associated with this transaction.
Item 9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
To the extent required by this item, the unaudited pro forma financial information required by this item will be filed by amendment to this Current Report on Form 8-K within 71 calendar days after the date on which this Current Report is required to be filed.
(c) Exhibits. The following exhibits are filed with this report:
* Schedules have been omitted to Item 601(b)(2) of Regulation S-K. The Company will furnish the omitted schedules to the Securities and Exchange Commission upon request by the Commission.
Avant Diagnostics, Inc ExhibitEX-2.1 2 f8k033018ex2-1_avantdiagno.htm ASSET PURCHASE AGREEMENT,…To view the full exhibit click here
About AVANT DIAGNOSTICS, INC. (OTCMKTS:AVDX)
Avant Diagnostics, Inc., formerly American Liberty Petroleum Corp., is a medical diagnostic technology company. The Company focuses on the commercialization of a series of microarray-based diagnostic tests that provide early detection of cancers, neurodegenerative diseases, and other chronic and severe disease states. The Company specializes in large panel biomarker tests. The Company’s lead product is OvaDx, a non-invasive proteomics diagnostic screening test for the early detection of ovarian cancer. The Company’s primary activities are preparing sample specimens in order for OvaDx to obtain the United States Food and Drug Administration (FDA) approval. The Company’s product, OvaDx, is a microarray-based test that measures the activation of the immune system in blood samples in response to early-stage ovarian tumor cell development. It identifies stage I, II, III and IV disease markers in patient samples.
