8-K (LOI) (00519483-3).DOCX

0001068874-17-000009.txt : 20170710 0001068874-17-000009.hdr.sgml : 20170710 20170710120122 ACCESSION NUMBER: 0001068874-17-000009 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20170706 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170710 DATE AS OF CHANGE: 20170710 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SECURE POINT TECHNOLOGIES INC CENTRAL INDEX KEY: 0001068874 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 042837126 STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14949 FILM NUMBER: 17956891 BUSINESS ADDRESS: STREET 1: 215 DEPOT CT, SE CITY: LEESBURG STATE: VA ZIP: 20175 BUSINESS PHONE: 212-370-1300 MAIL ADDRESS: STREET 1: 215 DEPOT CT, SE CITY: LEESBURG STATE: VA ZIP: 20175 FORMER COMPANY: FORMER CONFORMED NAME: IMPLANT SCIENCES CORP DATE OF NAME CHANGE: 19981006 8-K 1 imsc170707_8k.htm 170707 IMSC FORM 8-K 8-K (LOI) (00519483-3).DOCX

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): July 10, 2017

SECURE POINT TECHNOLOGIES, INC.

(Exact name of Registrant as Specified in its Charter)

MASSACHUSETTS

(State or Other Jurisdiction of Incorporation)



001-14949		04-2837126
(Commission File Number)		(I.R.S. Employer Identification Number)

215 Depot Court SE

Leesburg, VA 20175

(Address of Principal Executive Offices, including Zip Code)

(212) 752-1700

(Registrant’s Telephone Number, including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

□ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

□ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

□ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

□ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure

On June 20, 2017, Secure Point Technologies Inc. (the “Company”) executed a non-binding Letter of Intent (the “LOI”) to acquire Vivos BioTechnologies, Inc. (“Vivos”) in a reverse merger as part of the Company’s plan to emerge from Chapter 11 bankruptcy (the “Transaction”). Under the terms of the LOI, the Company’s pre-Transaction shareholders will own 33% of the combined company, subject to reduction to 22.5% if certain performance thresholds are met by 2019 or 2020, as set forth in the LOI. Pursuant to the LOI, the Transaction is subject to the satisfaction of certain conditions, including the Company having $7,000,000 of cash on hand, confirmation of the Company's pPlan of Reorganization, the vote of shareholders in favor of the Plan Reinvestment Option pursuant to the Plan of Reorganization, the approval of the Transaction by the Company’s stockholders upon emergence from Chapter 11 and the conversion of the Company to a Delaware corporation. A copy of the LOI is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On July 6, 2017, the Company issued a press release announcing the execution of the LOI. The press release is attached hereto as Exhibit 99.2 and is incorporated herein by this reference.

The press release shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall the press release be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing.

About Vivos

Vivos owns a proprietary, patented technology for non-surgical enhancement of a person’s upper airway to resolve the serious medical condition known as sleep apnea. The Vivos DNA Appliance System has been effective in the resolution of Obstructive Sleep Apnea (OSA) and other sleep and breathing disorders in both children and adults. Sleep Apnea, is typically treated with a Continuous Positive Airway Pressure device or CPAP, which is thought to be the most effective treatment, though it is not a cure. However, patients frequently stop using the CPAP device after a short period of time, thus leaving themselves vulnerable to the medical complications from Sleep Apnea. Patients who successfully complete the 12-24 month Vivos treatment may no longer require (CPAP) or Mandibular Advancement (oral devices worn while sleeping over a lifetime). The FDA cleared Vivos oral appliance treatment is an all-natural, non-invasive, non-pharmaceutical solution effective in addressing some of the underlying causes of OSA. Researchers have published about 80 clinical studies showing clear and compelling evidence of changes in the overall size and position of the upper airway and surrounding facial structures. Many of these articles can be found on the Vivoslife.com website.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits



Exhibit No.		Description
99.1		Letter of Intent, dated June 20, 2017, by and between the Company and Vivos BioTechnologies, Inc.

99.2		Press Release, dated July 6, 2017

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

IMPLANT SCIENCES CORPORATION

By: /s/ Robert P. Liscouski

Name: Robert P. Liscouski

Title: President

Date:

July 10, 2017

EXHIBIT INDEX



Exhibit No.		Description
99.1		Letter of Intent, dated June 20, 2017, by and between the Company and Vivos BioTechnologies, Inc.

99.2		Press Release, dated July 6, 2017

EX-99.1 2 imsc170707_ex99z1.htm EXHIBIT 99.1 Converted by EDGARwiz

Secure Point Technologies, Inc.

215 Depot Court

Leesburg, VA 20175

703-407-9437

June 20, 2017

Vivos BioTechnologies, Inc.

605 West Knox Road, Suite 102

Tempe, AZ 85284

Attn: R. Kirk Huntsman

Re:

Transaction with Secure Point Technologies, Inc.

Dear Kirk:

The purpose of this letter is to confirm our mutual agreement in principle whereby Vivos BioTechnologies, Inc., a Wyoming corporation (“Vivos”), would be merged with and into Secure Point Technologies, Inc., a Massachusetts corporation (“SPT”). Vivos and SPT are sometimes collectively referred to herein as the “parties” and individually referred to as a “party.” While this letter expresses the present intent of the parties with respect to the terms and structure of the transactions proposed herein, this letter, except for paragraph 8 below, shall not be legally binding upon Vivos or SPT. Vivos acknowledges that SPT is currently a debtor and debtor-in-possession in bankruptcy proceedings (the “Bankruptcy Case”) currently pending in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The parties to this letter of intent acknowledge that the structure of the transactions proposed herein may be modified after the parties consult with their respective counsel as well as tax and financial advisors.

Merger. Subject to the terms and conditions set forth herein, Vivos will be merged with and into SPT (the “Merger”), with SPT as the surviving corporation (the “Surviving Corporation”). Pursuant to the Merger, the Surviving Corporation will change its name to “Vivos BioTechnologies, Inc.” In the Merger, the stock of Vivos held by existing stockholders of Vivos will be converted into the right to receive common stock of the Surviving Corporation constituting 64% of the issued and outstanding stock of the Surviving Corporation (the “Initial Merger Consideration”). The Initial Merger Consideration will be subject to adjustment in the event that certain milestones are achieved as set forth in paragraph 3 below. In addition, in connection with the Merger, existing management of SPT will be issued common stock of the Surviving Corporation constituting 3% of the issued and outstanding stock of the Surviving Corporation (the “Management Issuance”). Immediately after the Merger and the Management Issuance the existing stockholders of SPT will hold 33% of the issued and outstanding stock of the Surviving Corporation.

Post-Merger Management. The board of directors of the Surviving Corporation shall consist of 9 directors. All existing directors of SPT shall continue to serve as directors of the Surviving Corporation and the existing Vivos stockholders shall have the right to designate 6 directors for election to the board of directors of the Surviving Corporation.

Adjustment to Initial Merger Consideration.

(a)

The stockholders of Vivos shall be entitled to receive additional shares of common stock of the Surviving Corporation in the event certain financial and other milestones are achieved. Initial Merger Consideration will be adjusted upon the earliest to occur of any one of the following events (each an “Adjustment Trigger”):

(i)

The Surviving Corporation’s receipt of cash revenues of $14,000,000 or more during any twelve-month period prior to December 31, 2019, and a listing of the stock of the Surviving Corporation on one of the primary U.S. stock exchanges, e.g., NASDAQ or the New York Stock Exchange (a “Primary Exchange Listing”);

(ii)

The Surviving Corporation’s receipt of cash revenues of $25,000,000 or more during calendar year 2020, and a Primary Exchange Listing; and

(iii)

The Surviving Corporation’s attainment of a market capitalization of $200,000,000 or more at any time prior to December 31, 2020, and a Primary Exchange Listing.

(b)

Upon the occurrence of an Adjustment Trigger, the stockholders of Vivos immediately prior to the Merger (or any transferee of the shares of stock of the Surviving Corporation received by Vivos stockholders in the Merger), the Surviving Corporation shall issue additional shares of common stock of the Surviving Corporation such that the pre-Merger Vivos stockholders (or their transferees) would, in the aggregate, hold 77.5% of the shares of the issued and outstanding stock of the Surviving Corporation (the “Additional Merger Shares”) with a corresponding reduction to 22.5% in the percentage of issued and outstanding shares held by the pre-Merger SPT stockholders; provided, however, that, if at any time prior to any Adjustment Trigger (i) cash of $1,500,000 or more in excess of the Merger Date Cash Amount (as hereinafter defined) has been made available to the Surviving Corporation arising out of operations or activities of SPT prior to the Merger, then the number of Additional Merger Shares shall be reduced to a number that would result in the pre-Merger Vivos stockholders holding, in the aggregate, 75% of the shares of the issued and outstanding stock of the Surviving Corporation; or (ii) cash in any amount greater than the Merger Date Cash Amount but less than $1,500,000 has been made available to the Surviving Corporation arising out of operations or activities of SPT prior to the Merger, then the number of Additional Merger Shares shall be reduced proportionally in the ratio that 2.5% of shares the Surviving Corporation bears to $1,500,000. The number of Additional Merger Shares to be issued upon the occurrence of an Adjustment

Trigger would be subject to adjustment in the event of any issuances of stock by the Surviving Corporation after the Merger and prior to the Adjustment Trigger.

Stock Combination. To the extent necessary to allow for a sufficient number of shares of unissued common stock of the Surviving Corporation to be available for issuance of the Initial Merger Consideration, SPT will approve a stock combination to reduce the number of outstanding shares (a “Reverse Split”) prior to the Merger. Alternatively, after the Merger, the Surviving Corporation may be required to implement a Reverse Split to facilitate a Primary Exchange Listing. To the extent required, the parties will agree to take any actions necessary to effect any such Reverse Split.

Transfer Restrictions. Documentation to effect the Merger will require that (i) Vivos stockholders receiving the Initial Merger Consideration will be restricted from making any transfers of the stock of the Surviving Corporation for a period of 30 days after the Merger; and (ii) for a period of 6 months after the Merger, no stockholder of the Surviving Corporation will be permitted to sell shares constituting 5% or more of the average daily trading volume of shares of the Surviving Corporation.

Conditions Precedent to Closing. The consummation of the Merger is subject to:

(a)

Adoption and Bankruptcy Court approval of the Debtors’ Joint Plan of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 706 in the Bankruptcy Case] (the “Plan”);

(b)

Adoption by the stockholders of SPT of the Plan Reinvestment Option (as defined in the Plan) in the Plan;

(c)

The occurrence of the effective date of the Plan;

(d)

Approval by the respective boards of directors and stockholders of SPT and Vivos;

(e)

SPT having on hand immediately prior to the Merger available free cash, net of any accruals for expenses, liabilities, or any other amounts, of $7,000,000 (the “Merger Date Cash Amount”); provided, however, that in the event the Merger Date Cash Amount is not available to SPT immediately prior to the Merger, the parties may agree that the Merger shall be consummated subject to an upward adjustment to the number of shares of the Surviving Corporation constituting the Initial Merger Consideration, with such upward adjustment to be in proportion to the amount by which available free cash available to SPT immediately prior to the Merger is less than the Merger Date Cash Amount;

(f)

SPT’s conversion from a Massachusetts corporation to a Delaware corporation with not less than 250,000,000 shares of authorized common stock prior to the Merger;

(g)

SPT’s satisfactory completion of a due diligence review of the business and assets of Vivos;

(h)

Vivos’ satisfactory completion of a due diligence review of the business and assets of SPT;

(i)

The parties’ negotiation and execution of the Definitive Agreements (as hereinafter defined); and

(j)

Closing on the Merger (the “Closing”) on or before December 31, 2017 (or such later date as the parties shall mutually agree).

Definitive Agreements. This letter contains an outline of terms only and, except for paragraph 8 below, shall not be legally binding upon the parties. All provisions set forth herein are intended to be refined and reflected in one or more agreements to be entered into to effect the Merger and the transactions contemplated in this letter (collectively, the “Definitive Agreements”), together with schedules and exhibits thereto as well as such ancillary documents as may be required, all containing terms, provisions and covenants reasonably satisfactory to the parties and the parties’ respective counsel. It is expressly agreed and acknowledged by SPT and Vivos that no meeting of the minds has been reached. Accordingly, if for any reason the Definitive Agreements are not executed, the parties shall not be entitled to any form of relief, including, without limitation, injunctive relief, except with respect to violations of paragraph 8 below. It is the intention of the parties to use their commercially reasonable efforts to complete and execute the Definitive Agreements on or before August 31, 2017, subject to any required approvals of the governing bodies of the parties, and to close on the transactions contemplated by the Definitive Agreements within [10] days of the satisfaction of any conditions precedent to closing on the Definitive Agreements.

Access and Confidentiality. It is further understood and agreed that pending execution of the Definitive Agreements and until the Closing, the each of the parties (each a “Providing Party”) shall permit the other party and other party’s agents, employees and representatives, upon reasonable notice and at reasonable times, to have full access to the books, records, and properties of the Providing Party that relate to the business and assets of the Providing Party as well as access to all employees of the Providing Party. It is understood that the parties shall hold in strict confidence any information relating to the business and affairs of the other party in accordance with the terms of the confidentiality and non-disclosure agreement executed by the parties on April 19, 2017. In the event that the Closing does not occur, all parties shall return all such information to the party from whom such information was obtained.

{Signature Page Follows}

If the foregoing is acceptable, please so indicate by counter-signing a counterpart of this letter of intent and returning one fully executed counterpart to SPT no later than 5:00 PM (EDT) on June 21, 2017. If the stockholders of SPT approve the Plan Reinvestment Option, then upon confirmation of the Plan, SPT will instruct SPT’s counsel to commence preparation of the Definitive Agreements.

Very Truly Yours,

Secure Point Technologies, Inc.

By: /s/ Robert P. Liscouski

Name: Robert P. Liscouski

Title: President

ACKNOWLEDGED, AGREED, AND ACCEPTED, this 20^th day of June, 2017.

Vivos BioTechnologies, Inc.

By:

/s/ R. Kirk Huntsman

Name:

R. Kirk Huntsman

Title:

Chief Executive Officer

EX-99.2 3 imsc170707_ex99z2.htm EXHIBIT 99.2 Converted by EDGARwiz

Secure Point Technologies (IMSCQ) Signs a Letter of Intent to Merge With Vivos BioTechnologies

Vivos markets an FDA cleared device that has been shown effective in the potentially permanent resolution of Obstructive Sleep Apnea (OSA).

Secure Point Technologies Inc. (OTC:IMSCQ) (the “Company”) executed a non-binding Letter of Intent (the “LOI”) to acquire Vivos BioTechnologies, Inc. (“Vivos”) in a reverse merger as part of the Company’s plan to emerge from Chapter 11 bankruptcy (the “Transaction”). Under the terms of the LOI, the Company’s pre-Transaction shareholders will own 33% of the combined company, subject to reduction to 22.5% if certain performance thresholds are met by 2019 or 2020, as set forth in the LOI. Pursuant to the LOI, the Transaction is subject to the satisfaction of certain conditions, including the Company having $7,000,000 of cash on hand, confirmation of the Company’s Plan of Reorganization, the vote of shareholders in favor of the Plan Reinvestment Option pursuant to the Plan of Reorganization, the approval of the Transaction by the Company’s stockholders upon emergence from Chapter 11 and the conversion of the Company to a Delaware corporation. Pursuant to the LOI, the merged company intends to seek to uplist back to the NASDAQ Exchange when the company is eligible, and in furtherance of that goal, the LOI provides for, but does not require, a reverse stock split after the merger to facilitate a NASDAQ listing. Company management believes the merger with Vivos consistent with the terms of the LOI will significantly benefit the Company’s shareholders, as compared to a simple liquidation of the Company, because, among other things, it allows the Company’s shareholders to benefit from the value of Vivos’ potential for growth.

Statistics regarding the prevalence of sleep disorders in the US vary from study to study, but according to the National Institutes of Health (NIH) website, an estimated 50-70 million American adults suffer with some form of this condition. In addition, the NIH website further states that a comparable percentage (25-30%) of children and adolescents also suffer from sleep disorders. In the 2011 NIH Sleep Disorders Research Plan the NIH stated that “An estimated 25-30% of the general adult population, and a comparable percentage of children and adolescents, is affected by decrements in sleep health that are proven contributors to disability, morbidity and mortality.”Vivos has trained and certified well over 600 dentists throughout the Unites States and internationally. These professionals have treated approximately 7,000 patients, many of whom report resolution of their OSA symptoms and health improvements. The procedure is reimbursed by virtually all medical insurance companies, including Medicare. Vivos is currently expanding into major metropolitan markets by opening branded clinics focused solely on treating sleep and breathing disorders, and craniofacial pain, featuring the unique clinical advantages of the Vivos DNA Appliance System. Vivos projects 50-75 centers will open by the end of 2020.

Michael Turmelle, the Company’s Chairman, stated, “We are excited to have identified Vivos to potentially merge with after a substantial search and due diligence process. Given the resources and assets Secure Point expects to have upon emerging from Bankruptcy, we believe that owning up to 33%

of a company with a technology that may be more revolutionary than Align Technology’s Invisalign product will provide our shareholders with an attractive investment opportunity.”

About Secure Point Technologies, Inc.

Secure Point Technologies, Inc., formerly known as Implant Sciences Corporation, sold substantially all of the Company’s assets, including those relating to the Implant Sciences’ Explosive Trace Detection business, to L3 Communications Corporation in January of 2017. The Company is working with the various parties in interest in the Chapter 11 bankruptcy proceedings with the goal of emerging from Chapter 11 as a debt free public shell with cash on the balance sheet. The objective is to either liquidate remaining assets on the basis of a pro rata share of cash value of shares or to acquire another business and emerge as a publicly held operating company listed on the OTC exchange.

Safe Harbor Statement

This press release contains certain “forward-looking statements”. These statements about the Company’s or its directors’ expectations, beliefs, plans, objectives, assumptions and future events are not statements of historical fact and reflect only the Company’s current expectations regarding these matters. The Company’s actual actions and results may differ materially from what is expressed or implied by these statements due to a variety of factors, including (i) the potential adverse impact of the chapter 11 bankruptcy filings on the Company’s liquidity or results of operations, (ii) changes in the Company’s ability to meet financial obligations during the Chapter 11 bankruptcy process or to maintain contracts that are critical to the Company’s operations, (iii) the outcome or timing of the Chapter 11 bankruptcy process, (iv) proceedings that may be brought by third parties in connection with the Chapter 11 bankruptcy process, (v) the increased administrative costs related to the Chapter 11 bankruptcy process; (vi) the Company’s ability to maintain adequate liquidity to fund operations during the Chapter 11 bankruptcy process and thereafter and (vii) other factors listed from time to time in the Company’s filings with Securities and Exchange Commission. Forward-looking statements contained in this press release speak only as of the date on which they are made and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. For further information on such risks and uncertainties, you are encouraged to review the Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended June 30, 2016 and its Quarterly Report on Form 10-Q for the quarters ended September 30, 2016, December 31, 2016 and March 31, 2017.