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Subsequent Events
9 Months Ended
Sep. 30, 2016
Subsequent Events [Abstract]  
Subsequent Events

On October 26, 2016, the Board of Directors (the “Board”) of the Company held a meeting whereby it accepted the resignation of Michaela Ott as Chief Executive Officer of the Company, effective immediately. Michaela Ott was then appointed by a unanimous vote of the Board to the position of Chief Operating Officer of the Company upon the same terms and conditions as her current employment, to serve until her resignation or removal.

 

        Further, the Board also accepted the resignation of Michael Ott as Chief Operating Officer of the Company, effective immediately. Mr. Ott shall remain the Chief Executive Officer of the Company’s wholly owned subsidiaries, MEDITE Enterprises, Inc., and MEDITE GmbH, and CytoGlobe, GmbH.

 

 The Board further accepted the resignation of Robert F. McCullough, Jr. as Chairman of the Board and unanimously elected Michael Ott to the position of Chairman of the Board to serve until such time as his resignation or removal.

 

On November 5, 2016, The Board of the Company held a special meeting and dismissed Robert F. McCullough, Jr. from his position as Chief Financial Officer, Secretary and Treasurer.

 

The Board, by unanimous consent, appointed David E. Patterson to the position of Chief Executive Officer and Director of the Company to serve until such time as his removal or resignation. Pursuant to Mr. Patterson’s Executive Employment Agreement with the Company, the Commencement Date of Mr. Patterson’s appointment shall be October 31, 2016. He shall receive an annual base salary of $120,000. He shall also be granted 250,000 restricted shares valued at $85,000 of the Company’s common stock (the “Shares”). The Shares will vest in three (3) equal installments on each of the first three annual anniversary dates of Mr. Patterson’s appointment, so long as he remains employed by the Company through each such vesting date. Mr. Patterson shall also be entitled to annual performance bonuses, benefits and vacation in accordance with the Company’s current policy.

 

        The Board further unanimously voted to appoint David E. Patterson to the position of Director of the Company to serve until his resignation or removal.

 

On November 12, 2016, the Board of the Company held a meeting whereby it appointed our Chief Executive Officer, David E, Patterson, to the position of Chief Financial Officer/Treasurer/Secretary to serve on an interim basis until a suitable permanent replacement is appointed.

 

On November 2, 2016, the Company filed a Form D Notice of Exempt Offering of Securities for up to $3,000,000. The Company received $306,000, as an initial funding of this offering at $0.50 a share, 613,830 shares of common stock issued. The offering is subject to a up to 7.5% commission paid to their broker/dealers. plus warrants of 7.5% coverage at $0.50 conversion price per share, with a term of 5 years. The Company has an agreement with one broker/dealer to provide 7% commission paid in cash to them plus warrants of 50% coverage at $0.50 conversion price per share, with a term of 5 years. Total cash commissions paid was $22,484. As of November 14, 2016, these shares have not yet been issued but will be issued shortly after this filing.

 

The Notes discussed in Note 5 above for $500,000 matured on March 31, 2016 and $150,000 matured on August 25, 2016, respectively and were not repaid. Therefore, the Notes were in defaults as of the date of this filing. The Company agreed to pay the Purchasers 10% of the principal balance of the Notes in warrants for the months of October and November 2016 with an aggregate total of 115,000. The Company recorded a discount related to the issuance of these warrants attributed to the secured promissory note default of approximately $40. The Company determined the fair value of the warrants issued with the secured promissory notes using the Black Scholes pricing model and the following assumptions:  an interest free rate of 1.33%, volatility of 50% and a remaining term of 5 years. Based on information known at each default period, the Company priced the warrants with an assumed stock and exercise price of $0.80. This discount will be amortized into interest expense during the period of default. As of the date of this filing, the Company had not issued the October warrants totaling 15,000 to the $150,000 secured promissory note holders or the November warrants totaling 50,000 to the $500,000 secured promissory note holders.