0001415889-17-001952.txt : 20171218 0001415889-17-001952.hdr.sgml : 20171218 20171218172736 ACCESSION NUMBER: 0001415889-17-001952 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20171213 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20171218 DATE AS OF CHANGE: 20171218 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADVANCED MEDICAL ISOTOPE Corp CENTRAL INDEX KEY: 0001449349 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 800138937 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-53497 FILM NUMBER: 171262272 BUSINESS ADDRESS: STREET 1: 719 JADWIN AVENUE CITY: RICHLAND STATE: WA ZIP: 99352 BUSINESS PHONE: 509-736-4000 MAIL ADDRESS: STREET 1: 719 JADWIN AVENUE CITY: RICHLAND STATE: WA ZIP: 99352 8-K 1 form8k-12182017_021222.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): December 13, 2017

 

 

 

ADVANCED MEDICAL ISOTOPE CORPORATION

(Exact name of Registrant as specified in its Charter)

 

 

 

Delaware

 

00-53497

 

80-0138937

(State or other jurisdiction

of incorporation)

 

(Commission

File No.)

 

(IRS Employer

Identification No.)

 

719 Jadwin Avenue, Richland, WA 99352

(Address of principal executive offices)

 

(509) 736-4000

(Registrant’s Telephone Number)

 

Not Applicable

(Former name or address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

[  ]

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 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 1.01          Entry Into A Material Definitive Agreement


On December 13, 2017, Advanced Medical Isotope Corporation (the “Company”) and the holders of previously-issued Senior Secured Convertible Debentures (the “Debentures”) entered into an Agreement to Amend (“Amendment”) the Debentures such that the alternative conversion price set forth therein shall be available on the date of conversion after April 15, 2018. Prior to the Amendment, the Debenture permitted an alternative conversion price for conversions occurring after December 15, 2017.  In consideration for the Amendment, the holders of the Debentures were issued an aggregate of 627,301 shares of Series A Convertible Preferred Stock.


The Debentures are part of a series originally issued in May 2017.   As of December 15, 2017, the total principal balance outstanding under the terms of the Debentures was $3.3 million.  


Item 3.02          Unregistered Sales of Equity Securities


See Item 1.01.


Item 9.01          Financial Statements and Exhibits

 

(d)    Exhibits.

 

Exhibit No.

Description

10.1

Form of Agreement to Amend.



Disclaimer

 

The foregoing description of the Agreement to Amend does not purport to be complete, and is qualified in its entirety by reference to the full text of the Agreement to Amend, a copy of which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.

 

 




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.


 

   

ADVANCED MEDICAL ISOTOPE CORP.

 

 

 

Date: December 18, 2017  

By:

/s/ L. Bruce Jolliff

   

 

L. Bruce Jolliff

   

 

Chief Financial Officer

 

 

 








Exhibit Index


 

Exhibit No.

Description

10.1

Form of Agreement to Amend





EX-10 2 ex10-12182017_021223.htm ex10-12182017_021223.htm

Exhibit 10.1


AGREEMENT TO AMEND SENIOR SECURED CONVERTIBLE DEBENTURE MATURING MAY 9, 2018 IN THE ORIGINAL PRINCIPAL AMOUNT OF $[______]


This Agreement is made as of December 13, 2017, and shall amend that certain Secured Convertible Debenture dated May [__], 2017 in the principal amount of $[______] issued by Advanced Medical Isotope Corporation, a Delaware corporation (the Company”) to [_________] (the “Holder”) (the “Note”).


For and in consideration for the issuance to the Holder of shares of [______] Series A Convertible Preferred Stock (equal to the same amount of Series A issued pro-rata for the note balance under the May 2017 Debenture Purchase Agreement), the Holder hereby agrees that Section 4(b)(i) of the Secured Convertible Debenture shall be amended as follows:  The conversion price in effect “on any Conversion Date after December 15, 2017” shall be changed to read “on any Conversion Date after April 15, 2018”.


This Agreement shall become effective upon receipt of no less than 90% percent of the outstanding Secured Convertible Debentures by December 15, 2017.

 

All the other terms and conditions of the Debenture and the Debenture Purchase Agreement shall continue in full force and effect.


IN WITNESS WHEREOF, this Agreement is executed as of the day and year first written above.



ADVANCED MEDICAL ISOTOPE CORPORATION




   By: _______________________________

Name: Mike Korenko  

        

Title:   Chief Executive Officer




[Name of Holder]



___________________________________

Signature




___________________________________

Printed name