MEDITE CANCER DIAGNOSTICS, INC. (OTCMKTS:MDIT) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
From October 11, 2018 through October 15, 2018, MEDITE Cancer Diagnostics, Inc., (the “Company”) entered into and closed Securities Purchase Agreements (collectively the “Purchase Agreements”) with three (3) accredited investors(“Purchasers”), to which the Company agreed to issue to the Purchasers secured promissory notes in the aggregate principal amount of $870,000 (the collectively the “Notes”). The Notes mature on the 60th month anniversary date following the Closing Date, as defined in the Notes (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 Notes are secured by security agreements (collectively the “Security Agreements”) 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 Notes shall bear interest at a rate of 12% per annum. In addition, and in accordance with the terms of the Purchase Agreements, the Purchasers were issued an aggregate amount of 11,600,000 shares of the Company’s restricted common stock at 0.075 per share (the “Shares”). The Purchasers shall have piggy-back registration rights with respect to the Shares.
The foregoing summary of the transactions contemplated by the Purchase Agreements 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 are attached as exhibits to this Current Report on Form 8-K.
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 entered into and closed Purchase Agreements with the Purchasers as of the dates set forth in Item 1.01 to which it agreed to issue the Notes, Shares and Security Agreements to the Purchasers. The Notes will bear interest at a rate of 12% per annum, will be secured in accordance with the terms and conditions of the Security Agreements, and will be due and payable on the 60th month anniversary date following the Closing Date, as defined in the Notes or upon acceleration in accordance with its terms. Accrued interest shall be paid in restricted common stock of the Companycalculated 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 Notes at any time and from time to time without penalty. Payment of the obligations under the Notes may be accelerated, in general, upon any of the following events: (i) an uncured failure to pay any amount under the Notes 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 Notes and Shares to the Purchasers 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.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit No. |
Description |
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Form ofSecurities Purchase Agreement |
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Form of Secured Convertible Promissory Note |
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Form of Security Agreement |
Medite Cancer Diagnostics, Inc. ExhibitEX-10.1 2 ex10-1.htm FORM OF SECURITIES PURCHASE AGREEMENT ex10-1 EXHIBIT 10.1 Form of Securities Purchase Agreement SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (as amended,…To view the full exhibit click here
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.
