SEC Connect
UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C
INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
OF THE SECURITIES EXCHANGE ACT OF 1934
Check
the appropriate box:
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[
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[X]
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Preliminary
Information Statement
Revised
Preliminary Information Statement
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[
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Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
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[
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Definitive
Information Statement
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MEDITE CANCER DIAGNOSTICS, INC.
(Name
of Registrant as Specified in its Charter)
Payment
of Filing Fee (Check the appropriate box):
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☐
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Fee
computed on table below per Exchange Act Rules 14c-5(g) and
0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was
determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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Fee
paid previously with preliminary materials.
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Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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MEDITE CANCER DIAGNOSTICS, INC.
4303 SW 34th St.
Orlando FL 32811
(407) 996-9631
Dear
Stockholder:
This
Information Statement is being furnished on or about [_______], 2016, by MEDITE Cancer
Diagnostics, Inc., a Delaware corporation (the
“Company”), to holders of the Company’s
outstanding common stock, par value $0.001 per share (“Common
Stock”), as of the close of business on November 22, 2016,
pursuant to Rule 14c−2 under the Securities Exchange Act of
1934, as amended (the “Exchange Act”). The purpose of
this Information Statement is:
(i) to
inform you that we have obtained the written consent of the holders
of the majority of the issued and outstanding shares of our Common
Stock, to remove Robert F. McCullough, Jr., effective immediately,
from the position of Director of the Company; and
(ii) to
serve as notice of the foregoing actions in accordance with Section
228(e) of the Delaware General Corporation Law.
The
holders of the majority of our issued and outstanding shares of
Common Stock executed a written consent in favor of the foregoing
action on November 9, 2016. This consent satisfied the stockholder
approval requirements under Delaware law and our certificate of
incorporation and will allow us to take the proposed action as soon
as practicable.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY. Your consent to the
aforementioned action is not required and is not being solicited.
The accompanying Information Statement is being furnished to you
for informational purposes only. Please read the accompanying
Information Statement carefully.
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/s/ David E.
Patterson
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David
E. Patterson
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Chief
Executive Office
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[_______], 2016
MEDITE CANCER DIAGNOSTICS, INC.
4303 SW 34th St.
Orlando FL 32811
(407) 996-9631
INFORMATION STATEMENT
Dated
[______], 2016
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
INTRODUCTION
This
Information Statement is being mailed on or about [________], 2016, to the stockholders of
record of MEDITE Cancer Diagnostics, Inc. (the
“Company,” “we” or “us”) at the
close of business on November 22, 2016 (the “Record
Date”). This Information Statement is being sent to you for
information purposes only. No action is required or requested on
your part.
This
Information Statement is being provided:
(i) to
inform you that on November 9, 2016, holders of the majority of the
issued and outstanding shares of our Common Stock voted by written
consent to remove Robert F. McCullough, Jr. from the position of
Director of the Company, effective immediately (the
“Action”).
(ii) to
serve as notice of the foregoing actions in accordance with Section
228(e) of the Delaware General Corporation Law.
Section
228(a) of the Delaware General Corporation Law states that, unless
otherwise provided in the certificate of incorporation, any action
that may be taken at any annual or special meeting of stockholders
may be taken without a meeting, without prior notice and without a
vote, if consents in writing, setting forth the action so taken,
are signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote
thereon were present and voted, and those consents are delivered to
the corporation by delivery to its registered office in Delaware,
its principal place of business, or an officer or agent of the
corporation having custody of the book in which proceedings of
meetings of stockholders are recorded.
The Action was approved on November 9, 2016, upon the execution of
a written consent by the holders of the majority of the issued and
outstanding shares of our Common Stock. Because the Action has been
approved by the holders of the requisite number of outstanding
shares that are entitled to cast votes, no other stockholder
approval of the amendment is necessary. This Information Statement
will also serve as notice of actions taken without a meeting as
required by Section 228(e) of the Delaware General Corporation Law.
No further notice of the Actions described herein will be given to
you.
We are
currently authorized to issue 35,000,000 shares of Common Stock and
10,000,000 shares of preferred stock, $.001 par value per share
(“Preferred Stock”). As of the close of business on the
Record Date, there were 22,079,262 shares of Common Stock,
47,250 shares of Series
A Convertible Preferred Stock, 93,750 shares of Series B
Convertible Preferred Stock, 38,333 shares of Series C Convertible
Preferred Stock, and 19,022 shares of Series E Stock issued and
outstanding. Each share of Common Stock is entitled to one vote and
each share of Series E Stock is entitled to one vote for each share
of Common Stock into which such share is convertible on the Record
Date, calculated to the nearest whole share. As of the Record Date,
the Series E Stock outstanding was convertible into approximately
1,312 shares of Common Stock, including converted cumulative
dividends. The affirmative vote or written consent of the holders
of a majority of the issued and outstanding shares of our Common
Stock is necessary to approve the Action. The requisite stockholder
approval of the Action was obtained on November 9,
2016.
The
expenses of preparing and mailing this Information Statement and
all documents that now accompany or may hereafter supplement it
will be borne by us. We will reimburse brokers and other persons
holding stock in their names or the names of nominees for their
expenses incurred in forwarding this Information Statement to the
beneficial owners of such shares.
The
Action will become effective upon the passing of 20 calendar days
from the date a definitive copy of this Information Statement is
mailed to our stockholders.
Required Vote
The
affirmative vote or written consent of the holders of a majority of
the issued and outstanding shares of our Common Stock is necessary
to approve the Action. The requisite stockholder approval of the
Action was obtained on November 9, 2016.
Notice of Action by Written Consent
Pursuant to Rule
14c-2 of Regulation 14C promulgated under the Securities Exchange
Act of 1934, as amended, we are required to distribute an
information statement to every stockholder from whom consent is not
solicited at least 20 calendar days prior to the earliest date on
which the Action becomes effective. This Information Statement
serves as the notice required by Rule 14c-2 of Regulation
14C.
Dissenters’ Rights
The
stockholders have no right under the DGCL, the Company’s
Certificate of Incorporation consistent with above, or the
Company’s bylaws to dissent from the Action adopted as set
forth herein.
BENEFICIAL OWNERSHIP OF OUR COMMON STOCK
The
following table sets forth certain information, as of November 22,
2016, with respect to holdings of our Common Stock by (i) each
person known by us to be the beneficial owner of more than 5% of
the total number of shares of Common Stock outstanding as of such
date, (ii) each of our directors and executive officers, and (iii)
all directors and executive officers as a group. Except as
otherwise indicated, the address of each person is c/o MEDITE
Cancer Diagnostics, Inc.,4203 SW 34th St., Orlando, FL
32811.
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Name and Address of Beneficial Owner
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Amount
and
Nature
of
Beneficial
Ownership (1)
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Michaela
Ott
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15,000,000(2)
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67.86%
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Michael
Ott
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15,000,000(3)
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67.86%
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Robert F.
McCullough, Jr.
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1,676,907(4)
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7.58%
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David E.
Patterson
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82,500
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*
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Augusto Ocana, M.D.
and J.D.
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179,885
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*
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William Austin
Lewis IV
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5,100(6)
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*
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Zhongxi
Zheng
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1,195,625
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5.42%
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John H. Abeles,
M.D.
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258,868(5)
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1.17%
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All beneficial
owners and management as a group
(7
persons)
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18,398,885
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83.33%
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*Less than one percent
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(1)
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Unless
otherwise indicated, each of the persons named in the table has
sole voting and investment power with respect to the shares set
forth opposite such person’s name. With respect to each
person or group, percentages are calculated based on the number of
shares beneficially owned, including shares that may be acquired by
such person or group within 60 days of November 22, 2016, upon the
exercise of stock options, warrants or other purchase rights, but
not the exercise of options, warrants or other purchase rights held
by any other person. There were 22,079,262 shares of common stock
outstanding as of the close of business on November 22,
2016.
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(2)
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Includes:
(i) 7,500,000 shares held by Mrs. Ott’s husband, Michael
Ott.
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(3)
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Includes:
(i) 7,500,000 shares held by Mr. Ott’s wife, Michaela
Ott.
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(4)
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Includes
an aggregate 1,662 shares owned by various trusts of which Mr.
McCullough is trustee as follows: MJM Educational Trust (150)
shares, PFM Educational Trust (150 shares), CDM Educational Trust
(150) shares and the MPC Trust (1,212 shares).
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(5)
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Includes:
(i) 142,518 shares owned by Northlea Partners, LLP,
(“Northlea”), of which Dr. Abeles is General Partner.
Dr. Abeles also owns 28,000 warrants to purchase the
Company’s common stock at exercise prices of $4.00-$6.00 over
a term of 5-10 years, respectively. On May 25, 2016, Dr. Abeles and
Northlea each invested $50,000 in the Company’s secured
promissory notes and each received 50,000 warrants to purchase the
Company’s common stock at an exercise price of $.80 per share
over a term of 5 years (the” $.80 warrants”).
The
Company has not repaid the secured promissory notes on their
maturity date of August 25, 2016, pursuant to which the $.80 per
share warrants were issued. Dr. Abeles and Northlea will
each receive 10% of their respective principal balance outstanding
in $.80 per share warrants for every month that the notes are not
repaid. Dr. Abeles disclaims beneficial ownership of all
shares and warrants owned by, or issuable to, Northlea except
shares and warrants attributable to his 1% interest in Northlea as
General Partner. As of the Record Date,
Dr. Abeles shall own a total of 65,000 $.80 warrants which includes
15,000 in penalty warrants, and Northlea owns 65,000 $.80 warrants,
which includes 15,000 in penalty
warrants.
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(6)
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Prior to being a Director of the Company, Mr. Lewis invested
$100,000 in the Company’s secured promissory notes and
received 50,000 warrants to purchase the Company’s common
stock at $1.60. The warrants have a term of five years
with anti-dilution features. Subsequent to Mr. Lewis
becoming a Director, the Company agreed to issue an additional
50,000 warrants and reduce the price of the warrants to $0.80 for
the renegotiated terms, eliminating the anti-dilution clause in the
warrants. The Company has not repaid the secured
promissory notes on its maturity date of March 31,
2016. Mr. Lewis will receive 10% of his principal
balance outstanding in warrants for every month that the notes are
not repaid. As of the Record Date, Mr. Lewis owns a total of
180,000 warrants which includes 80,000 in penalty
warrants.
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Series E Convertible Preferred Stock
The following table sets forth certain information with respect to
holdings of our Series E Convertible Preferred Stock by (i) each
person known by us to be the beneficial owner of more than 5% of
the total number of shares of the Company’s Series E
Convertible Preferred Stock outstanding as of November 22, 2016,
(ii) each of our directors and executive officers, and (iii) all
directors and executive officers as a group.
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Name and Address of Beneficial Owner (1)
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Amount
and
Nature
of
Beneficial
Ownership (2)
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Kevin F. Flynn June
1992 Non-Exempt Trust
120 South LaSalle
Street
Chicago, IL
60602
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6,667
(3)
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35.05%
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Rolf
Lagerquist
4522 CO Road 21
NE
Elgin, MN
55932
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2,000 (4)
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10.5%
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(1)
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No
executive officers or directors own any shares of Series E
Convertible Preferred Stock.
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(2)
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Unless
otherwise indicated, each of the persons named in the table has
sole voting and investment power with respect to the shares set
forth opposite such person’s name. With respect to each
person or group, percentages are calculated based on the number of
shares beneficially owned, including shares that may be acquired by
such person or group upon the exercise of stock options, warrants
or other purchase rights, but not the exercise of options, warrants
or other purchase rights held by any other person. There were
19,022 shares of Series E Convertible Preferred Stock outstanding
as of the close of business on November 22, 2016.
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(3)
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Converts
into 460 shares of common stock, including shares issuable upon
conversion of cumulative dividends.
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(4)
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Converts
into 138 shares of common stock, including shares issuable upon
conversion of cumulative dividends.
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HOUSEHOLDING
Under
SEC rules, only one annual report, information statement or Notice
of Internet Availability of Proxy Materials, as applicable, need be
sent to any household at which two or more of our stockholders
reside if they appear to be members of the same family and contrary
instructions have not been received from an affected stockholder.
This procedure, referred to as householding, reduces the volume of
duplicate information stockholders receive and reduces mailing and
printing expenses for us. Brokers with accountholders who are our
stockholders may be householding these materials. Once you have
received notice from your broker that it will be householding
communications to your address, householding will continue until
you are notified otherwise or until you revoke your consent. If,
now or at any time in the future, you no longer wish to participate
in householding and would like to receive a separate annual report,
information statement or Notice of Internet Availability of Proxy
Materials, or if you currently receive multiple copies of these
documents at your address and would prefer that the communications
be householded, you should contact us at 4303 SW 34th St., Orlando FL
32811 or at (407) 996-9631.
REQUESTS
FOR CERTAIN DOCUMENTS
We file
annual, quarterly and current reports, proxy statements and other
information with the Securities and Exchange Commission (the
“SEC”). You may read and copy any document we file with
the SEC at the SEC’s public reference room at 100 F Street,
NE, Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for
information on the public reference room. The SEC maintains an
internet site that contains annual, quarterly and current reports,
proxy and information statements and other information that issuers
(including us) file electronically with the SEC. Our electronic SEC
filings are available to the public at the SEC’s internet
site, www.sec.gov.
We make
available free of charge financial information, news releases, SEC
filings, including our annual report on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K and amendments to
these reports as soon as reasonably practical after we
electronically file such material with, or furnish it to, the SEC,
on our website at www.globalstar.com. The documents available on,
and the contents of, our website are not incorporated by reference
into this Information Statement.
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/s/ David E.
Patterson
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David
E. Patterson
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Chief
Executive Officer
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[_______], 2016