VITRO DIAGNOSTICS, INC. (OTCMKTS:VODG) Files An 8-K Entry into a Material Definitive Agreement
ITEM 1.01
ENTRY INTO MATERIAL DEFINITIVE AGREEMENTS
Memorandum of Understanding
Vitro Diagnostics, Inc. (the Company) entered into a Memorandum
of Understanding (MOU) between the Company and Caribbean GC
Development Fund, Ltd., a Grand Cayman corporation (Caribbean
GC), a copy of which is filed herewith as Exhibit 10.1.
A Convertible Note in the principal amount of $125,000 more fully
described in Item 2.03 below was executed concurrently with the
MOU. On March 23, 2017, the Convertible Note was funded and the
proceeds received by the Company, causing the MOU and the
transactions described in this Current Report to be effective as
of the same date.
In anticipation of entering into the MOU, the Company formed and
organized a new wholly-owned subsidiary, Halo Cell Sciences, Ltd,
a Cayman Island corporation (Halo).
The MOU contemplates that on or before April 15, 2017, the
Company and Caribbean GC will complete a series of transactions
that will include:
Caribbean GC will extend a working capital loan to the Company in
the amount of $1.7 million, less the Convertible Note (the Debt
Investment).
Mr. William Becker (Becker), the controlling person of Caribbean
GC, will be engaged as a consultant by the Company, and in
consideration of such services, will be issued shares of Series
A-1 Convertible Preferred Stock that, on a fully-diluted basis,
will convert into an aggregate of 35 million shares of common
stock;
Dr. James Musick, the Companys President, will convert all
accrued working capital advances (approximately $1.1 million)
into shares of Series A-2 Convertible Preferred Stock that, on a
fully-diluted basis, will convert into an aggregate of 14 million
shares of common stock;
Dr. Musick will waive payment of all accrued compensation in the
approximate amount of $1.2 million;
The Company will form and organize a Cayman Island corporation:
Halo Cell Sciences, Ltd, (Halo) as a wholly-owned subsidiary
The Stem Cell Lab Development Agreement between Halo and DaVinci
Centre for Wellness and Alternative Therapies, a Cayman Islands
medical clinic, described below, will become effective; and
The Company and Halo will enter into a Development and Cost
Sharing Agreement to comply with Section 482 of the Internal
Revenue Code.
There will be a change in control of the Board of Directors,
subject to compliance with Rule 14f-1 under the Securities
Exchange Act of 1934, as amended.
Entering into the MOU was the initial step in the Companys plan
to develop and operate stem cell therapeutic clinics, initially
in Grand Cayman, to exploit the Companys stem cell technologies
and therapeutics.
The constituent agreements described in the MOU have not been
completed, and while the Company and Caribbean GC intend to
implement all transactions contemplated by the MOU, there can be
no assurance that they will be consummated in the manner
prescribed by the MOU.
Stem Cell Lab Development Agreement
In connection with the MOU, the Companys subsidiary Halo executed
a Stem Cell Lab Development Agreement (Development Agreement)
with DaVinci Centre for Wellness and Alternative Therapies, Ltd
(DaVinci) to which DaVinci will provide the clinical facilities
and staff support necessary for the Company to begin offering
stem cell therapies in the Cayman Islands. Under the Development
Agreement, the principals of DaVinci will be issued shares of
Series A-2 Convertible Preferred Stock convertible into an
aggregate of 22 million shares of common stock. The shares issued
to DaVinci are subject to vesting with 10 million shares vesting
upon the effective date of the Development Agreement and the
balance of the shares vesting ratably over 48 months. The
Development Agreement will not become effective until and unless
the Debt Financing in the amount of $1.7 million from Caribbean
GC is fully funded.
A copy of the Development Agreement is filed herewith as Exhibit
10.2
ITEM 2.03
CREATION OF A DIRECT FINANCIAL OBLIGATION
In connection with the MOU, the Company issued a Convertible
Promissory Note in favor of Caribbean GC in the principal amount
of $125,000 (the Note). The Note was funded, and the Company
received the proceeds thereof, on March 23, 2017.
Interest will accrue on the outstanding principal of the Note
from time to time at the rate of eight percent (8%) per annum,
until the Note is repaid in full. The Note is due and payable on
the date which is the earlier of (a) three hundred and sixty
(360) days from the date of the Note; or (b) the closing of the
investment transaction as described in the MOU. In the event that
the Note and interest due thereon is not paid on the Maturity
Date and the Caribbean GC Debt Investment has not occurred, the
outstanding Note and interest due thereon shall be converted into
shares of the Companys common stock (Common Stock) at a price per
share equal $0.05. A copy of the Note is filed herewith as
Exhibit 99.1.
ITEM 7.01
REGULATION FD DISCLOSURE
On March 29, 2017, the Company issued a press release announcing
the MOU described in Item 1.01 of this Report. A copy of the
press release is filed herewith as Exhibit 99.2.
The information in this Current Report on Form 8-K furnished to
Item 7.01, including Exhibit 99.2, shall not be deemed to be
filed for the purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the Exchange Act), or otherwise subject
to liability under that section, and they shall not be deemed
incorporated by reference in any filing under the Securities Act
of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such filing. By
filing this Current Report on Form 8-K and furnishing this
information to Item 7.01, The Company makes no admission as to
the materiality of any information in this Current Report on Form
8-K, including Exhibit 99.2, that is required to be disclosed
solely by Regulation FD.
ITEM 8.01
OTHER EVENTS
In connection with the MOU, the Company, executed and delivered a
Consulting Agreement between the Company and John R Evans to
which Mr. Evans has been engaged to provide chief financial
officer advisory services, a copy of which is filed herewith as
Exhibit 10.3.
to the Consulting Agreement and in consideration of his advisory
services, the Company has agreed to pay Mr. Evans a monthly
retainer of $10,000 subject to the terms of the Consulting
Agreement and agreed to issue, as a signing bonus, six hundred
thousand (600,000) shares of the Companys common stock.
The following sets forth biographical information regarding Mr.
Evans:
John R Evans, age 62, has been the managing member and director
of PolyRock Technologies L.L.C. since 2007, where he has been
responsible for managing and negotiating royalty license
agreements for the manufacture and distribution of composite rock
siding panels and other products under US and International
patents. Mr. Evans has also established manufacturing plants in
the US, Mexico, Canada and China. Prior to joining PolyRock
Technologies, Mr. Evans co-founded and assembled a start-up team
for IPtimize, Inc., a VOIP internet company where he managed the
Denver office and served as CEO and Chairman from 2003 – 2006
while raising $2M of startup capital and transitioning the
company over to the management team and into a public company.
Prior to co-founding IPtimize, Inc. Mr. Evans was the managing
member of Evans Capital Management LLC, providing executive
advisory services from 2000 to 2003. From 1995 to 2000, John
served as co-founder and CEO of Convergent Communication, Inc.
where he grew the company to $250M in revenues and raised over
$400M in private and public funds to support the companys growth.
John was CFO of ICG Communications from 1991 to 1994 where he
listed the company on the American Stock exchange, completed
numerous acquisition transactions and raised over $500M in
private and public financings. Mr. Evans was an Ernst and Young
telecommunications finalist for Entrepreneur of the Year (1999)
and received the Alts Association Most Innovative Business
Strategy Award (1999). He served on the Colorado Governors
Commission on Science and Technology (1998-2000). Mr. Evans was a
Canadian Chartered Accountant (1981 -2013)) and holds a B.
Commerce degree in Accounting and Finance (1978) from McMaster
University.
It is anticipated that subject to the successful funding of the
Debt Investment, Mr. Evans will assume the position of Chief
Financial Officer of the Company.
ITEM 9.01:EXHIBITS
|
Item |
Title |
|
10.1 10.2 |
Memorandum of Understanding Stem Cell Lab Development Agreement |
|
10.3 |
Evans Consulting Agreement |
|
99.1 |
Convertible Promissory Note in favor of Caribbean GC |
|
99.2 |
Press Release dated March 29, 2017 |
About VITRO DIAGNOSTICS, INC. (OTCMKTS:VODG)
Vitro Diagnostics, Inc., doing business as Vitro Biopharma, is engaged in the development, manufacturing and distribution of stem cell products and related tools for use in research, drug discovery and clinical trials. The Company’s clinical products include clinical grade MSC-Gro for mesenchymal stem cell (MSC) expansion prior to transplantation; an equine MSC cell line with application to treatment of skeletal muscular conditions, such as tendonitis, ligament injury, osteoarthritis and accelerated bone fracture healing, and others; testing and therapies related to endogenous stem cell activation; diagnostic testing of stem cell activation and determination of stem cell functional status, and cell-based assays for discovery of stem cell activation agents and new drugs for the treatment of osteoporosis. The Company offers cancer-associated fibroblasts (CAFs), which are used in the discovery of a new type of CAFs present in pancreatic cancer tumors, called pancreatic stellate cells. VITRO DIAGNOSTICS, INC. (OTCMKTS:VODG) Recent Trading Information
VITRO DIAGNOSTICS, INC. (OTCMKTS:VODG) closed its last trading session 00.0000 at 0.0780 with 625 shares trading hands.