MEDITE CANCER DIAGNOSTICS, INC. (OTCMKTS:MDIT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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MEDITE CANCER DIAGNOSTICS, INC. (OTCMKTS:MDIT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers

On May 4, 2017, the Board of Directors (the Board)
of MEDITE Cancer Diagnostics, Inc. (the Company) accepted the
resignation of Michaela Ott as Chief Operating Officer of the
Company, effective immediately. Further, the Board accepted Ms.
Otts resignation from her position as Managing Director of the
Companys wholly-owned subsidiary, Medite GmbH, as well as
managing director of CytoGlobe GmbH, Burgdorf, a wholly owned
subsidiary of Medite GmbH, effective immediately. Ms. Ott shall
further resign from her position as Managing Director of Medite
GmbH, Austria, also a wholly-owned subsidiary of Medite GmbH,
effective no later than September 30, 2017. Ms. Ott will remain a
Director of the Company. Ms. Otts resignations do not arise from
any disagreement on any matter relating to the Companys
operations, policies or practices, or regarding the general
direction of the Company or any of its subsidiaries. Ms. Ott
shall take all her remaining holiday leave with no further
obligation to render services to the Company or its subsidiaries
and shall receive her monthly remuneration of EUR 10,000 through
September 30, 2017. The Company agrees to pay to Ms. Ott
outstanding accrued compensation due to her in the amount of EUR
75,098.16, to be paid in eighteen (18) monthly installments of
EUR 4,172.12 commencing October 31, 2017, and at the end of each
subsequent month thereafter until paid in full. Further, the
Company agrees that upon achieving annual revenue of EUR
15,000,000 by no later than December 31, 2020, the Company shall
make a one- time payment to Ms. Ott of EUR 30,000. The payment
will be due one month after the adoption of the annual financial
statement for the year in which the revenue threshold is
exceeded. The Company shall repay to Ms. Ott a loan provided by
her to the Company with a current loan value of EUR 91,136.40.
Repayment of the loan shall be made in twenty four (24) equal
monthly installments of EUR 3,797.35, commencing on October 31,
2017, and on the last day of each month thereafter until the loan
is repaid in full. Ms. Ott agrees to maintain her personal
guarantee to various financial institutions with respect to
certain financial obligations of the Company until September 30,
2017. The Company shall undertake to provide sufficient security
to these financial institutions commencing October 1, 2017,
whereby the Company shall secure the release of Ms. Otts personal
guarantee. The Company shall further transfer to Ms. Ott the
direct life insurance policy currently maintained by the Company
for the benefit of Ms. Ott.
Further, on May 4, 2017, the Board also accepted the resignation
of Michael Ott as Chairman of the Board, effective immediately.
Mr. Ott shall remain on the Board of Directors of the Company.
Mr. Ott further resigned as Managing Director of the Companys
wholly-owned German subsidiary, Medite GmbH, as well as from his
position as Managing Director of CytoGlobe GmbH, Burgdorf, a
wholly-owned subsidiary of Medite GmbH, effective immediately.
Mr. Ott shall resign from his position as Managing Director of
Medite sp. z. o.o., Poland, also a wholly-owned subsidiary of
Medite GmbH, effective no later than September 30, 2017. Mr. Otts
resignations do not arise from any disagreement on any matter
relating to the Companys operations, policies or practices, or
regarding the general direction of the Company or its
subsidiaries. Mr. Ott shall take all his remaining holiday leave
and shall receive his monthly remuneration of EUR 10,000 through
September 30, 2017. The Company agrees to pay to Mr. Ott
outstanding accrued compensation due to him in the amount of EUR
52,473.24, to be paid in eighteen (18) monthly installments of
EUR 2,915.18 commencing October 31, 2017, and at the end of each
subsequent month thereafter until paid in full. Further, the
Company agrees that upon achieving annual revenue of EUR
15,000,000 by no later than December 31, 2020, the Company shall
make a one- time payment to Mr. Ott of EUR 30,000. The payment
will be due one month after the adoption of the annual financial
statement for the year in which the revenue threshold is
exceeded. Mr. Ott agrees to maintain his personal guarantee to
various financial institutions with respect to certain financial
obligations of the Company until September 30, 2017. The Company
shall undertake to provide sufficient security to these financial
institutions commencing October 1, 2017 whereby the Company shall
secure the release of Mr. Otts personal guarantee. The Company
shall further transfer to Mr. Ott the direct life insurance
policy currently maintained by the Company for the benefit of Mr.
Ott.
On May 4, 2017, the Board unanimously elected David E. Patterson,
the Companys Chief Executive Officer and Director, to the
position of Chairman of the Board of Directors of the Company, to
serve until his resignation or removal.
On May 4, 2017, the Board thereafter, by unanimous consent,
appointed Stephen Von Rump to the position of Chief
Commercialization and Strategy Officer of the Company to serve
until such time as his removal or resignation. Mr. Von Rump was
further appointed to the positions of Managing Director of Medite
GmbH and Cytoglobe GmbH until such time as his resignation or
termination. Mr. Von Rump shall receive an annual base salary of
$120,000. He shall also be granted 200,000 shares of restricted
common stock of the Company (the Stock). The Stock will vest in
three (3) equal installments on the first three (3) annual
anniversary dates of Mr. Von Rumps appointment, so long as he
remains employed by the Company through each such vesting date.
Mr. Von Rump shall also be entitled to annual performance bonuses
of not less than $60,000 which shall be prorated for the year
2017, benefits and vacation in accordance with the Companys
current policy.
Stephen Von Rump. Age 59, Chief Commercialization and Strategy
Officer/Managing Director of Medite GmbH
Stephen Von Rump is Chief Commercialization and Strategy Officer
for MEDITE Cancer Diagnostics in the U.S., and Managing Director
of the Companys wholly-owned subsidiaries, Medite GmbH and
Cytoglobe GmbH, located in Germany. He has a broad operational
background including experience in RD for software, electronic
and mechanical development, manufacturing, technical service,
project and quality management, intellectual property, regulatory
activities, sales and marketing, and finance. Mr. Von Rump has 8
years of experience in medical device technology and telehealth
platforms, specifically focused on the remote care of elderly and
others living with chronic conditions. He has extensive
international experience, leading and working with companies in
Europe, Asia and North America.
Mr. Von Rump has founded/cofounded several companies including
Giraff Technologies in Sweden, which developed the worlds first
comprehensive remote care platform to include fully mobile
telepresence; and BeHere Corporation in the U.S., a 360o
videoconferencing and collaboration platform. He was formally the
CEO of VTEL, then the second largest videoconferencing provider
in the world including a global telemedicine practice.
Mr. Von Rump is a designated expert with the European Commission
in the health technology sector, evaluating RD funding proposals
for the Horizon 2020 Programme. He is a veteran of four
multi-national grant projects in the EU, and through these
projects has twice won the AAL Forums annual Innovation Award. He
holds an M.S. Electrical Engineering degree from Washington
University in the U.S.
Mr. Von Rump has served as an officer and/or director of the
following companies required to file reports with the Securities
and Exchange Commission:
MCI Corporation Vice President (1995-1998)
Digital Link Director (1998-1999)
VTel Corporation CEO and Director (1999-2001)
On May 4, 2017, the Board thereafter, by unanimous consent,
appointed Jeff Rencher to the position of Chief Marketing and
Business Development Officer of the Company to serve until such
time as his removal or resignation. Mr. Rencher shall receive an
annual base salary of $120,000. He shall also be granted 150,000
shares of restricted common stock of the Company (the Stock). The
Stock will vest in three (3) equal installments on the first
three (3) annual anniversary dates of Mr. Renchers appointment,
so long as he remains employed by the Company through each such
vesting date. Mr. Rencher shall also be entitled to annual
performance bonuses of not less than $60,000 which shall be
prorated for the year 2017, benefits and vacation in accordance
with the Companys current policy.
Jeff Rencher, Age 49, Chief Marketing and Business Development
Officer
Mr. Jeff Rencher has worked in the medical device industry for
twenty four years. He began as a surgical device representative
in 1993 and in 2000, joined Gyrus Medical-ACMI (GYG, LSE) ,
currently Olympus Surgical, as a direct representative and
subsequently promoted to Regional Director. In 2004 he was
recruited by the Board of Directors of Inlet Medical/Carter
Thomason, in Minneapolis, MN as Vice President of Sales.
Following the acquisition of Inlet Medical by Cooper Surgical,
Mr. Rencher was tasked to head the sales and marketing efforts of
Opticon Medical which was acquired in 2010. He joined Bovie
Medical Corp. (BVX, AMEX) in 2010 as Vice President of Sales and
Marketing for Surgical Products. Throughout his career he has
been tasked to build national and international sales forces,
create marketing material, coordinate medical studies with
leading physicians, and generate new sales through the sales
channels he has developed over his multiple years in the
industry. He has extensive national and international
relationships with physicians, hospital administration, and
medical industry associates. Mr. Rencher is 49 years old and
holds a BS in Biology from Tulane University, an Emergency
Medical Technician Certificate, has completed a course in Medical
Industry Management at St. Thomas University and is named on four
U.S. issued patents related to medical devices. Except as set
forth above, Mr. Rencher has not served as an officer and/or
director of any company required to file reports with the
Securities and Exchange Commission.
Item 9.01 Financial Statements and Exhibits
Exhibit No.
Description
10.1
Executive Employment Agreement for Stephen Von Rump

10.2
Executive Employment Agreement of Jeff Rencher

99.1
Resignation Letter of Michaela Ott dated May 4, 2017

99.2
Resignation Letter of Michael Ott dated May 4, 2017
99.3
Press Release


About MEDITE CANCER DIAGNOSTICS, INC. (OTCMKTS:MDIT)

MEDITE Cancer Diagnostics, Inc. (MEDITE), formerly CytoCore, Inc., is a medical technology company engaged in the development, engineering, manufacturing and marketing of molecular biomarkers and medical devices and consumables for detection, risk assessment and diagnosis of cancer, precancerous conditions and related diseases. The Company develops, manufactures and sells a range of laboratory devices and consumable supplies for its target market in the histology and cytology cancer diagnostics segment. The Company offers a range of histology laboratory devices for processing tissue, from receiving the tissue in the laboratory to the final diagnosis. The Company offers USE33, an ultrasonic decalcification instrument that runs the process under controlled temperatures. The Company also offers TPC15 Duo or Trio, TES99, TES Valida, M530, A550, M380, TST44 and COT20 linear staining systems. In addition, the Company also offers RCM9000, ACS720 and TWISTER glass and robotic coverslippers.

MEDITE CANCER DIAGNOSTICS, INC. (OTCMKTS:MDIT) Recent Trading Information

MEDITE CANCER DIAGNOSTICS, INC. (OTCMKTS:MDIT) closed its last trading session 00.000 at 0.411 with shares trading hands.