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): March 15, 2014
CYTOCORE, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 000-00935 | 36-4296006 |
| (State or other Jurisdiction of Incorporation or Organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
414 North Orleans Street, Suite 503
Chicago, IL 60654
(Address of principal executive offices) (Zip Code)
(312) 222-9550
(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 of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| Item 1.01 | Entry into a Material Definitive Agreement. |
As previously reported in the Current Report on Form 8-K dated January 11, 2014 (the “Original 8-K”) of Cytocore, Inc. (the “Company,” “we” or “us”), on January 11, 2014, the Company entered into a Stock Purchase Agreement (the “Agreement”) with Medite Enterprises, Inc., a Florida corporation (“Medite”), Medite GMBH, a corporation organized under the laws of Germany and wholly owned by Medite (the “Subsidiary”), Michael Ott and Michaela Ott, the sole shareholders of the Company (collectively, the “Shareholders”).
Pursuant to the Agreement, the Company will acquire 100% of the issued and outstanding capital stock of Medite from the Shareholders in exchange for the issuance of 1,500,000,000 shares of the Company’s common stock (the “Shares”) to the Shareholders. Pursuant to the Agreement, the closing was to occur no later than March 15, 2014. On March 15, 2014, the Company, Medite, the Subsidiary and the Shareholders entered into Amendment No. 1 to Stock Purchase Agreement (the “Amendment”), pursuant to which the parties agreed to extend the outside date for the closing until April 3, 2014.
The foregoing description of the Agreement and the Amendment are qualified in their entirety by reference to the complete text of the Agreement and Amendment, copies of which are attached as Exhibit 2.1 to the Original 8-K and Exhibit 2.1 hereto, respectively and are incorporated herein by reference. These descriptions are intended to provide investors and security holders with information regarding the material terms of the transaction. They are not intended to provide any other factual information about the Company, Medite or the Subsidiary. The representations, warranties and covenants contained in the Agreement were made only for purpose of the Agreement and as of specific dates, were solely for the benefit of the parties to the Agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Agreement. The representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Agreement, and such subsequent information may or may not be fully reflected in our public disclosures.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description of Exhibit |
| 2.1 | Amendment No. 1 to Stock Purchase Agreement by and among Cytocore, Inc., Medite Enterprises, Inc., Medite GMBH, Michael Ott and Michaela Ott dated March 15, 2014 |
| 2 |
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.
| Cytocore, Inc. | ||
| Date: March 17, 2014 | By: | /s/ Robert McCullough, Jr. |
| Robert McCullough, Jr. | ||
| Chief Executive Officer and | ||
| Chief Financial Officer | ||
| 3 |
AMENDMENT NO. 1 TO
STOCK PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT, dated as of March 15, 2014 (this “Amendment”), is entered into by and among CYTOCORE, INC., a Delaware corporation (the “Company”), MEDITE ENTERPRISES, INC., a Florida corporation (the “Holding Company”), MEDITE GMBH, a corporation organized under the laws of Germany and wholly owned by the Holding Company (“Medite”), Michael Ott and Michaela Ott, the sole shareholders of the Holding Company (each, a “Shareholder” and collectively, the “Shareholders”). The Company, Holding Company, Medite and the Shareholders are herein referred to collectively as the “Parties” and each individually as a “Party.” Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Purchase Agreement (as such term is defined in the recitals below).
WITNESSETH
WHEREAS, the Parties have entered into a Stock Purchase Agreement, dated as of January 11, 2014 pursuant to which the Company agreed to purchase 100% of the capital stock of the Holding Company from the Shareholders (the “Purchase Agreement”);
WHEREAS, pursuant to Section 2.1 of the Purchase Agreement, the Outside Date for the Closing was March 15, 2014, unless such date is extended by the requirements of law or the mutual agreement of the Parties; and
WHEREAS, the Parties now desire to extend the Outside Date to April 3, 2014.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows pursuant to Sections 7.12(a) and 9.6 of the Merger Agreement:
Section 1. Amendments to the Purchase Agreement. Section 2.1 of the Purchase Agreement shall be deleted in its entirety and replaced with the following:
Section 2.1 Closing Date.
Subject to satisfaction or waiver of all conditions precedent set forth in Article VI of this Agreement, the closing of the Transaction (the “Closing”) shall take place at the offices of Fox Rothschild LLP, 997 Lenox Drive, Building 3, Lawrenceville, New Jersey 08648 at 10:00 a.m., local time, (i) not later than the fifth Business Day following the day the day on which the last of the conditions precedent set forth in Article VI of this Agreement is fulfilled or waived; or (ii) at such other time, date and place as the parties may agree, but in no event shall such date be later than April 1, 2014 (the “Outside Date”), unless such date is extended by the requirements of law or the mutual agreement of the parties.
| 1 |
Section 2. Effectiveness of Amendment. Upon the execution and delivery of this Amendment, the Purchase Agreement shall thereupon be deemed to be amended as set forth in Section 1 above as fully and with the same effect as if such amendment were set forth in the Purchase Agreement, and this Amendment and the Purchase Agreement shall henceforth respectively be read, taken and construed as one and the same instrument. All reference in the Purchase Agreement to “this Agreement” or “the Agreement” shall be deemed to be references to the Purchase Agreement as amended and modified by this Amendment. Except as specifically stated herein, all terms, covenants and conditions of the Purchase Agreement shall remain in full force and effect. Without limiting the foregoing, all references in the Purchase Agreement to “the date hereof,” “the date of this Agreement” or similar phrases or references shall continue to refer to January 11, 2014.
Section 3. Counterparts. This Amendment may be executed in one or more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be an original, but all of which shall constitute one and the same agreement.
[Remainder of Page Intentionally Left Blank; Signature Page Follows]
| 2 |
IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.
| CYTOCORE, INC. | ||
| By: | /s/ Robert J. McCullough | |
| Name: | Robert J. McCullough | |
| Title: | Chief Executive Officer | |
| MEDITE ENTERPRISES, INC. | ||
| By: | /s/ Michael Ott | |
| Name: | Michael Ott | |
| Title: | Chief Executive Officer | |
| MEDITE GMBH | ||
| By: | /s/ Michaela Ott | |
| Name: | Michaela Ott | |
| Title: | President | |
| SHAREHOLDERS | |
| /s/ Michael Ott | |
| Michael Ott | |
| /s/ Michaela Ott | |
| Michaela Ott |