Skyline Medical Inc. (NASDAQ:SKLN) Files An 8-K Termination of a Material Definitive AgreementItem 1.02. Termination of a Material Definitive Agreement.
On November 7, 2017, the Agreement and Plan of Merger (the “Merger Agreement”) among Skyline Medical Inc. (the “Company,” “we,” or “our”), Skyline Cyto Acquisition, Inc., a wholly owned subsidiary of the Company (“Merger Sub”), and CytoBioscience, Inc. (“CytoBioscience”) was terminated. On November 8, 2017, the Company and CytoBioscience announced they terminated the Merger Agreement to focus on structuring a proposed joint venture to market CytoBioscience’s personalized research services.
The Merger Agreement contemplated a reverse triangular merger with CytoBioscience surviving the merger with Merger Sub and becoming a wholly owned operating subsidiary of the Company (the “Merger”). As a result of the Merger, the holders of capital stock, debt and options to purchase capital stock of CytoBioscience outstanding immediately prior to the effective time of the Merger (the “Effective Time”), would have been entitled to receive certain capital stock of Skyline, including shares of Company common stock equal to 19.8% of Skyline common stock outstanding immediately prior to the Merger, and certain shares of preferred stock. A more complete description of the Merger Agreement was included in the Company’s Form 8-K Report dated August 11, 2017.
The Merger Agreement was terminated in part due to unforeseen delays in obtaining necessary financial information. In particular, CytoBioscience’s audited financial statements were delayed due to the time necessary to perform audit procedures on CytoBioscience’s European operations. This delay in turn would delay the satisfaction of conditions to closing the Merger, including Nasdaq approval and CytoBioscience shareholder approval. By terminating the Merger Agreement and focusing on the proposed joint venture, the parties intend to shorten the timetable for collaboration between the parties to jointly build the personalized medicine business.
The Company’s press release dated November 8, 2017 is attached as Exhibit 99.1 and incorporated herein by reference.
Item 8.01. Other Events.
On November 8, 2017, the Company announced a proposed joint venture with Helomics Corporation, in addition to announcing the termination of the Merger Agreement and the proposed joint venture with CytoBioscience. The Company’s press release dated November 8, 2017 is attached as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
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Exhibit No. |
Description |
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99.1 |
Press Release dated November 8, 2017. |
Skyline Medical Inc. ExhibitEX-99.1 2 exh_991.htm PRESS RELEASE EdgarFilingEXHIBIT 99.1Skyline Medical Announces Two Proposed Joint Ventures and New Strategic Focus on CRO Services New collaborations with Helomics and CytoBioscience to diversify Skyline’s operations into the rapidly growing CRO Services sector MINNEAPOLIS,…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.