Bioptix, Inc. (NASDAQ:BIOP) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry Into a Material Definitive Agreement.
an agreement (the “Agreement”) with certain shareholders of the
Company (the “Shareholders”) providing for termination of
certain pending litigation related to the Shareholders’ demand
for the Company to hold a Special Meeting of its shareholders for
the purpose of (a) removing three (3) members of the Company’s
Board of Directors; (b) setting the size of the Board of
Directors at no more than six (6) members and (c) electing three
(3) candidates proposed by the Shareholders to the Company’s
Board of Directors (the “Proposals”). The Agreement followed
the resignation of (3) three members of the Board of Directors of
the Company effective January 6, 2017 and appointment of two (2)
of the director candidates proposed by the Shareholders, as
previously reported on the Company’s Current Report on Form 8-K
dated January 6, 2017.
withdraw the action pending before the District Court, Douglas
County, Colorado (the “Action”) under which the court issued an
order requiring the Company to (a) issue to its shareholders
notice of the Special Meeting on or prior to January 10, 2017;
(b) hold a Special Meeting of shareholders to consider the
Proposals to Section 7-107-103(1)(b) of the Colorado Revised
Statutes not less than 10 nor more than 60 days from the date of
notice; (c) bear the expense of sending notice of the Special
Meeting and (d) pay the reasonable costs and expenses incurred
and to be incurred, including reasonable attorneys’ fees.
adopted a plan under which the Company will terminate certain
employees associated with the September 2016 acquisition of
Bioptix Diagnostics, Inc. The Company commenced terminations on
January 16, 2017 and terminations are expected to be completed
within 30 days. The Company may pay severance benefits in certain
circumstances of up to one month base salary. The Board of
Directors determined to take the action following a review and
assessment of the anticipated time to realization of benefits
from the acquisition, further product development required and
the sales forecasts, costs and results of operations projected
during the near to mid-term period. The Company is also reviewing
possible strategic alternatives for the business. The Company is
unable in good faith to make a determination at this time of an
estimate or range of estimate of costs associated with the
decision and undertakes to file an amended Current Report on Form
8-K within four business days after making a determination of
such estimate or range of estimates.
announcing the plans discussed in Item 2.05 herein. The press
release is attached as Exhibit 99.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
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Number
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Exhibit
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10.1
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Agreement dated January 18, 2017
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99.1
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Press release dated January 20, 2017
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About Bioptix, Inc. (NASDAQ:BIOP)
Bioptix, Inc., formerly Venaxis, Inc., provides Enhanced Surface Plasmon Resonance (SPR) platform for the detection of molecular interactions. The Company’s line of Enhanced SPR instruments are designed to increase the flexibility and reliability of SPR. Its SPR biosensors shed light on important binding parameters that are crucial for determining whether a biologic or small molecule drug will be efficacious in humans and at what dose a drug should be administered. Its technology is an ultra-sensitive detection platform. The design of its SPR spectrometers allows discrete areas within the sample cell to be interrogated simultaneously by use of photo-diode arrays aligned to the reflected beam from the sample cell. Its biosensors provide information on kinetic processes (association and dissociation), binding affinities, analyte concentrations and real-time molecule detection. The Company offers 404pi Enhanced SPR System, which enables real-time detection of biomolecular interactions. Bioptix, Inc. (NASDAQ:BIOP) Recent Trading Information
Bioptix, Inc. (NASDAQ:BIOP) closed its last trading session up +0.01 at 3.43 with 17,747 shares trading hands.
