Skyline Medical Inc. (NASDAQ:SKLN) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On January 11, 2018, Skyline Medical Inc. (the “Company”) entered into a share exchange agreement (the “Share Exchange Agreement”) with Helomics Holding Corporation (“Helomics”). to the Share Exchange Agreement, on January 12, 2018, Helomics issued 2,500,000 shares of its Series A Preferred Stock (the “Helomics Preferred Stock”) in exchange for 1,100,000 shares of Skyline’s common stock (the “Skyline Shares”). Under the Share Exchange Agreement, the Company also has the right to convert $500,000 in secured notes into another 5% of Helomics’ outstanding shares, which would result in the Company owning 25% of Helomics outstanding stock. The secured notes are related to the Company’s previous loans of $500,000 to Helomics.
The Skyline Shares are being held in escrow by Corporate Stock Transfer, Inc. as escrow agent. While the Skyline Shares are held in escrow, they will be voted as directed by the Company’s board of directors and management. The Skyline Shares will be released to Helomics following a determination that Helomics’ revenues in any 12-month period have been equal to or greater than $8,000,000.
The Helomics Preferred Stock issued to the Company is convertible into an aggregate of 20% of the outstanding capital stock of the Helomics. In addition, the terms of the Helomics Preferred Stock include certain protective provisions that require consent of the Company before Helomics may take certain actions, including issuing preferred stock senior to the Helomics Preferred Stock or entering into fundamental corporate transactions. The Company also has certain anti-dilution protections and the right to receive dividends.
The form of Share Exchange Agreement, including the form of Certificate of Designation of Helomics Series A Preferred Stock and the form of the Escrow Agreement, is filed as Exhibit 10.1 hereto and is incorporated into this Item 1.01 by reference. The foregoing description of such documents is qualified in its entirety by reference to the full text of such documents.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The disclosure in Item 1.01 is incorporated herein by reference thereto. The issuance of the Skyline Shares was not registered under the Securities Act of 1933, as amended (the “Securities Act”), and therefore the Skyline Shares may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. For this issuance, relied on the exemption from federal registration under Section 4(a)(2) of the Securities Act and/or Rule 506 promulgated thereunder, based on the Company’s belief that the offer and sale of the Skyline Shares do not involve a public offering.
| Item 7.01 | Regulation FD Disclosure. |
On January 16, 2018, the Company issued a press release announcing the share exchange transaction with Helomics, a copy of which is attached hereto as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
Skyline Medical Inc. ExhibitEX-10.1 2 exh_101.htm EXHIBIT 10.1 EXHIBIT 10.1 SHARE EXCHANGE AGREEMENT by and between SKYLINE MEDICAL INC. and HELOMICS HOLDING CORPORATION Dated as of January 11,…To view the full exhibit click here
About Skyline Medical Inc. (NASDAQ:SKLN)
Skyline Medical Inc. is a medical device company that develops and manufactures The STREAMWAY System, a solution for the collection and disposal of infectious fluids that result from surgical procedures and post-operative care. The Company distributes these products to hospitals, surgical centers and other medical facilities where bodily and irrigation fluids produced during surgical procedures must be contained, measured, documented and disposed. The Company also manufactures and sells two disposable products required for system operation: a bifurcated single procedure filter and tissue trap, and a single use bottle of cleaning solution. Both items are used on a single procedure basis. Its STREAMWAY Automated Surgical Fluid Waste Management System (FMS) is a wall mounted automated system that disposes of an unlimited amount of suctioned fluid from the patient using standard surgical tubing. The FMS suctions surgical waste fluid from the patient using standard surgical tubing.