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): April 1, 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.
Acquisition of Medite
As previously reported in the Current Report on Form 8-K dated January 11, 2014 of Cytocore, Inc. (the “Company”), on January 11, 2014, the Company entered into a Stock Purchase Agreement (the “Purchase 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”). On March 15, 2014, the Company, Medite, the Subsidiary and the Shareholders entered into Amendment No. 1 to Stock Purchase Agreement (“Amendment No. 1”) pursuant to which the parties agreed to extend the outside date for the closing until April 3, 2014. On April 1, 2014, the Company, Medite, the Subsidiary and the Shareholders entered into Amendment No. 2 to Stock Purchase Agreement (“Amendment No. 2”) pursuant to which the parties agreed to make certain modifications to the common stock consideration to be issued to the Shareholders at closing and the terms of the private placement required to be completed prior to the closing (the “Private Placement”). The parties agreed to increase the total amount of the Private Placement to $2,500,000 and to reduce the amount required to be completed prior to the closing of the Acquisition to $1,250,000.
On April 3, 2014, pursuant to the terms and conditions of the Purchase Agreement, as amended to date, the Company acquired 100% of the issued and outstanding capital stock of Medite from the Shareholders (the “Acquisition”) in exchange for the issuance of up to 1,500,000,000 shares of the Company’s common stock to the Shareholders, of which 1,468,750,000 shares were issued upon the closing of the Acquisition. In the event that the Company issues less than $2,500,000 of shares of common stock in the Private Placement, the Company shall be required to issue up to an additional 31,250,000 shares of common stock to the Shareholders.
The foregoing description of the Agreement, Amendment No. 1 and Amendment No. 2 are qualified in their entirety by reference to the complete text of the Agreement, Amendment No. 1 and Amendment No. 2, copies of which are attached as Exhibits 2.1, 2.2 and 2.3, 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.
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The shares of the Company’s common stock issued in connection with the Acquisition were not registered under the Securities Act of 1933, as amended (the “Securities Act”) in reliance upon an exemption from registration provide by Section 4(2) under the Securities Act. These shares may not be transferred or sold absent registration under the Securities Act or an applicable exemption therefrom.
Private Placement
Upon the closing of the Acquisition, the Company conducted an initial closing of the Private Placement. Pursuant to a Securities Purchase Agreement, as amended to date, the Company issued 95,587,500 shares of common stock to certain accredited investors for an aggregate purchase price of $1,529,400.
Pursuant to a placement agent agreement, the Company paid cash commissions of $46,298 to a placement agent, which equated to 7% of the amount raised by such agent.
The shares of common stock issued in the Private Placement were not registered under the Securities Act at the time of sale and, therefore, may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The shares were issued in a private placement transaction solely to a limited number of accredited investors pursuant to the exemption from registration provided by Section 4(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, without engaging in any advertising or general solicitation of any kind.
Conversion of Accrued Wages and Fees
In connection the closing of the Acquisition, the Company also issued an aggregate of 69,723,439 shares of the Company’s common stock to certain employees and consultants of the Company in consideration of the conversion of certain accrued wages and consulting fees. The shares of the Company’s common stock issued to such employees and consultants were not registered under the Securities Act in reliance upon an exemption from registration provide by Section 4(2) under the Securities Act. These shares may not be transferred or sold absent registration under the Securities Act or an applicable exemption therefrom.
Following the closing of the Acquisition, the Private Placement and the conversion of accrued wages, there were 1,904,591,786 shares of the Company’s common stock issued and outstanding. Approximately 77% of such issued and outstanding shares of the Company’s common stock were held by the Shareholders.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
The disclosures set forth in Item 1.01 of this Current Report on Form 8-K under the heading “Acquisition of Medite” is incorporated herein by reference.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The disclosure set forth in Item 1.01 of this Current Report on Form 8-K under the headings “Acquisition of Medite”, “Private Placement”, and “Conversion of Accrued Wages” are incorporated herein by reference.
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| Item 5.01 | Change in Control of Registrant |
The disclosures set forth in Items 1.01 and 2.01 of this Current Report on Form 8-K are incorporated herein by reference.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 3, 2014, concurrently with the closing of the Acquisition and in accordance with the terms of the Purchase Agreement, Michael Ott and Michaela Ott were appointed to the Company’s board of directors.
Effective April 3, 2014, Michaela Ott was appointed to serve as Chief Executive Officer of the Company. Mrs. Ott has served as Co-President of Medite GMBH since 2006 and as a director of Medite Enterprises, Inc. since 2013.
Effective April 3, 2014, Michael Ott was appointed to serve as President and Chief Operating Officer of the Company. Mr. Ott has served as Co-President of Medite GMBH since 2006 and as Chief Executive Officer and President of Medite Enterprises, Inc. since 2013.
Effective April 3, 2014, Robert McCullough resigned his position as Chief Executive Officer of the Company. Mr. McCullough will continue to serve as a member of the Company’s board of directors and as the Company’s Chief Financial Officer.
| Item 9.01 | Financial Statements and Exhibits. |
(a) Financial Statements of Business Acquired.
In accordance with Item 9.01(a)(4) of Form 8-K the financial statements required under this Item 9.01 will be filed by amendment to this Current Report on Form 8-K no later than 75 days after the completion of the Acquisition.
(b) Pro Forma Financial Information.
In accordance with Item 9.01(b)(2) of Form 8-K the financial statements required under this Item 9.01 will be filed by amendment to this Current Report on Form 8-K no later than 75 days after the completion of the Acquisition.
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(d) Exhibits.
| Exhibit No. | Description of Exhibit |
| 2.1 | Stock Purchase Agreement by and among Cytocore, Inc., Medite Enterprises, Inc., Medite GMBH, Michael Ott and Michaela Ott dated January 11, 2014 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated January 11, 2014). |
| 2.2 | 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(incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated March 15, 2014). |
| 2.3 | Amendment No. 2 to Stock Purchase Agreement by and among Cytocore, Inc., Medite Enterprises, Inc., Medite GMBH, Michael Ott and Michaela Ott dated April 2, 2014 |
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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: April 7, 2014 | By: | /s/ Robert McCullough, Jr. |
| Robert McCullough, Jr. | ||
| Chief Financial Officer | ||
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AMENDMENT NO. 2 TO
STOCK PURCHASE AGREEMENT
THIS AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENT, dated as of April 1, 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;
WHEREAS, on March 15, 2014, the Parties entered into Amendment No. 1 to Stock Purchase Agreement pursuant to which they agreed to extend the Outside Date to April 3, 2014; and
WHEREAS, the Parties currently desire to amend the Purchase Agreement in order to make certain modifications to the Common Stock Consideration and the terms of the Private Placement required to be completed prior to the Closing.
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:
Section 1. Amendments to the Purchase Agreement.
(i) Section 1.1(b) of the Purchase Agreement shall be deleted in its entirety and replaced with the following:
(b) Consideration. Purchaser shall issue to the Shareholders up to One Billion Five Hundred Million (1,500,000,000) newly issued “restricted” shares of common stock, par value $0.001 par value per share, of the Purchaser (collectively, the “Common Stock Consideration”), less the Share Holdback (as hereinafter defined), which shall represent the full and complete consideration paid under this Agreement for the Shares. At the Closing, Purchaser shall issue to the Shareholders One Billion Four Hundred Sixty Eight Million Seven Hundred Fifty Thousand (1,468,750,000) shares of Purchaser Common Stock (the “Initial Common Stock Consideration”). In the event that Purchaser issues less than $2,500,000 of shares of Purchaser Common Stock in the Private Placement (as defined in Section 5.14 below), the Purchaser shall issue to the Shareholders upon completion of the Private Placement equal to that number of additional shares of Purchaser Common Stock (the “Final Common Stock Consideration):
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X = A – (B/$0.016)
Where:
X = the number of additional shares to be issued to the Shareholders
A = 31,250,000 shares
B – the gross proceeds received by Purchaser in the Private Placement in excess of $2,000,000
(ii) Section 2.2(b)(i) of the Purchase Agreement shall be deleted in its entirety and replaced with the following:
(i) Certificates representing the Initial Common Stock Consideration, less the Share Holdback;
(iii) Section 5.14 of the Purchase Agreement shall be deleted in its entirety and replaced with the following:
5.14 Private Placement. On or before the Closing, Purchaser shall have completed a private placement of its equity securities resulting in gross cash proceeds to the Purchaser of a minimum of $1,250,000 and a maximum of $2,500,000, prior to the deduction of standard and customary offering expenses including brokerage, finders, or placement agent fees and commissions (the “Private Placement”). Upon the acceptance by the Purchaser of subscriptions for at least $1,250,000 at the Closing, the Purchaser may conduct any number of additional closings until the earlier of April 30, 2014 or the acceptance by the Purchaser of subscriptions aggregating $2,500,000. Certificates representing the Final Stock Consideration, if any, shall be issued to the Shareholders on or before April 30, 2014.
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]
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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 F. McCullough | |
| Name: | Robert F. 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 | ||