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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Preliminary
Information Statement
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Confidential, For Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
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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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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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PRELIMINARY COPY
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PRELIMINARY COPY
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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 [_______], 2017, 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 March 7, 2017,
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 adopt the 2017 Employee/Consultant Common Stock
Compensation Plan,
(ii) to
file a Certificate of Amendment to our Certificate of
Incorporation (the “Certificate of Incorporation”) to
increase the Company’s authorized common stock, par value
$0.001 per share (the “Common Stock”), from 35,000,000
shares to 50,000,000 shares, (the “Amendment”) and keep
the authorized shares of preferred stock, par value $0.001 per
share (the “Preferred Stock”), unchanged,
and
(iii)
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 March 7 2017. 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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[_______], 2017
_____________________________
MEDITE CANCER DIAGNOSTICS, INC.
4303 SW 34th St.
Orlando FL 32811
(407) 996-9631
______________________________
INFORMATION STATEMENT
Dated
[______], 2017
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 [________], 2017 to the stockholders of
record of MEDITE Cancer Diagnostics, Inc. (the
“Company,” “we” or “us”) at the
close of business on March 7, 2017 (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 March 7, 2017, holders of the majority of the
issued and outstanding shares of our Common Stock voted by written
consent to adopt the Company’s 2017 Employee/Consultant
Common Stock Compensation Plan,
(ii) to
file a Certificate of Amendment to our Certificate of
Incorporation (the “Certificate of Incorporation”) to
increase the Company’s authorized common stock, par value
$0.001 per share (the “Common Stock”), from 35,000,000
shares to 50,000,000 shares, (the “Amendment”) and keep
the authorized shares of preferred stock, par value $0.001 per
share (the “Preferred Stock”), unchanged,
and
(iii)
to serve as notice of the foregoing actions in accordance with
Section 228(e) of the Delaware General Corporation
Law.
The
adoption of the 2017 Employee/Consultant Common Stock Compensation
Plan and the Amendment are collectively referred to herein as the
“Actions.”
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 Actions were approved on March 7, 2017, 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 Actions have
been approved by the holders of the requisite number of outstanding
shares that are entitled to cast votes, no other stockholder
approval of the Actions are necessary. This Information Statement
will also serve as notice of the 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 23,595,737 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
52,311 shares of Common Stock. 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 Actions. The
requisite stockholder approval of the Actions was obtained on March
7, 2017.
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
Actions 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 Actions. The requisite stockholder approval of the
Actions was obtained on March 7, 2017.
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 proposed Actions become 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 Actions adopted as set
forth herein.
BENEFICIAL OWNERSHIP OF OUR COMMON STOCK
The
following table sets forth certain information, as of March 7,
2017, 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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63.57%
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Michael
Ott
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15,000,000(3)
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63.57%
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Robert F.
McCullough, Jr.
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1,676,907(4)
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7.11%
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David E.
Patterson
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250,000
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1.06%
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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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224,496(6)
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*
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John H. Abeles,
M.D.
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480,618(5)
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2.04%
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Eric M.
Goehausen
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0
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*
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All beneficial
owners and management as a group
(8
persons)
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17,811,906
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75.49%
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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 March 7, 2017, 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 23,595,737 shares of common stock
outstanding as of the close of business on March 7,
2017.
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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) 130,018 shares owned by Northlea Partners, LLP, 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. Northlea
Partners owns 110,000 warrants to purchase the Company’s
common stock at an exercise price of $.50 per share over a term of
5 years and 33,750 warrants to purchase the Company’s common
stock at exercise prices of $4.00-$6.00 over a term of 5-10 years,
respectively. Dr. Abeles disclaims beneficial ownership of all
shares and warrants owned by, or issuable to, Northlea Partners
except shares and warrants attributable to his 1% interest in
Northlea Partners as General Partner.
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(6)
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Includes 220,000 warrants exercisable at $0.50 per
share.
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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 such date, (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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10.51%
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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 March 7, 2017.
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(3)
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Converts
into 464 shares of common stock, including shares issuable upon
payment of cumulative dividends.
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(4)
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Converts
into 139 shares of common stock, including shares issuable upon
payment of cumulative dividends.
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THE ACTIONS
ADOPTION OF THE COMPANY’S
2017 EMPLOYEE/CONSULTANT COMMON STOCK COMPENSATION
PLAN
The
Company’s 2017 Employee/Consultant Common Stock Compensation
Plan was adopted pursuant to the written consent of holders of a
majority of The Company’s common stock obtained as on
March 7, 2017.
The
following is a summary of the 2017 Employee/Consultant Common Stock
Compensation Plan. The full text of the 2017 Employee/Consultant
Common Stock Compensation Plan is attached hereto and incorporated
herein as Exhibit A.
ELIGIBILITY.
(A)
GENERAL RULES. Only Employees (including, without limitation,
independent contractors, consultants and legal counsel who are not
members of the Board of Directors) shall be eligible for
designation as Optionees or Offerees by the Committee. In addition,
only Employees who are common-law employees of the Company or a
Subsidiary shall be eligible for the grant of ISOs. Employees who
are Outside Directors shall only be eligible for the grant of the
Non-statutory Options described in Subsection (b)
below.
(B)
OUTSIDE DIRECTORS. Any other provision of the Plan notwithstanding,
the participation of Outside Directors in the Plan shall be subject
to the following restrictions:
(i)
outside Directors shall receive no grants other than the
Non-statutory options described in this Subsection (b)
(ii)
All Non-statutory Options granted to an Outside Director under this
Subsection (b) shall also become exercisable in full in the event
of the termination of such Outside Director’s service because
of death, Total and Permanent Disability or voluntary retirement at
or after age 65.
(iii)
The Exercise Price under all Non-statutory Options granted to an
Outside Director under this Subsection (b) shall be equal to 100
percent of the Fair Market Value of a Share on the date of grant,
payable in one of the forms described in Subsection (a), (b), (c)
or (d) of Section 6.
(iv)
Non-statutory options granted to an outside Director under this
Subsection (b) shall terminate on the earliest of (A) the 10th
anniversary of the date of grant, (B) the date three months after
the termination of such Outside Director’s service for any
reason other than death or Total and Permanent Disability or (C)
the date 12 months after the termination of such Outside
Director’s service because of death or Total and Permanent
Disability.
The
committee may provide that the Non-statutory Options that otherwise
would be granted to an Outside Director under this Subsection (b)
shall instead be granted to an affiliate of such Outside Director.
Such affiliate shall then be deemed to be an Outside Director for
purposes of the Plan, provided that the service—related
vesting and termination provisions pertaining to the Non-statutory
Options shall be applied with regard to the service of the Outside
Director.
STOCK
SUBJECT TO PLAN.
(A)
BASIC LIMITATION. Shares offered under the Plan shall be authorized
but unissued Shares or treasury Shares. The aggregate number of
Shares which may be issued under the Plan (upon exercise of Options
or other rights to acquire Shares) shall not exceed 3,000,000
Shares, subject to adjustment pursuant to Section 9. The number of
Shares which are subject to Options or other rights outstanding at
any time under the Plan shall not exceed the number of Shares which
then remain available for issuance under the Plan. The Company,
during the term of the Plan, shall at all times reserve and keep
available sufficient Shares to satisfy the requirements of the
Plan.
(B)
ADDITIONAL SHARES. In the event that any outstanding Option or
other right for any reason expires or is cancelled or otherwise
terminated, the Shares allocable to the unexercised portion of such
Option or other right shall again be available for the purposes of
the Plan. In the event that Shares issued under the Plan are
reacquired by the Company pursuant to a forfeiture provision, a
right of repurchase or a right of first refusal. Such Shares shall
again be available for the purposes of the Plan.
TERMS
AND CONDITIONS OF AWARDS OR SALES.
(A)
AGREEMENT. Each award or sale of Shares under the Plan (other than
upon exercise of an Option) shall be evidenced by an Agreement
between the Offeree and the Company. Such award or sale shall be
subject to all applicable terms and conditions of the Plan and may
be subject to any other terms and conditions which are not
inconsistent with the Plan and which the Committee deems
appropriate for inclusion in an Agreement. The provisions of the
various Agreements entered into under the Plan need not be
identical.
(B)
DURATION OF OFFERS AND NONTRANSFERABILITY OF RIGHTS. Any right to
acquire Shares under the Plan (other than an Option) shall
automatically expire if not exercised by the Offeree within 30 days
after the grant of such right was communicated to the Offeree by
the Committee. Such right shall not be transferable and shall be
exercisable only by the Offeree to whom such right was
granted.
(C)
PURCHASE PRICE. The Purchase Price of Shares to be offered under
the Plan shall not be less than 90 percent of the Fair Market Value
of such Shares. Subject to the preceding sentence, the Purchase
Price shall be determined by the Committee at its sole discretion.
The Purchase Price shall be payable in a form described in Section
6.
(D)
WITHHOLDING TAXES. As a condition to the award, sale or vesting of
Shares, the Offeree shall make such arrangements as the Committee
may require for the satisfaction of any federal, state, local or
foreign withholding tax obligations that arise in connection with
such Shares. The Committee may permit the Offeree to satisfy all or
part of his or
her
tax obligations related to such Shares by having the Company
withhold a portion of any Shares that otherwise would be issued to
him or her or by surrendering any Shares that previously were
acquired by him or her. The Shares withheld or surrendered shall be
valued at their Fair Market Value on the date when taxes otherwise
would be withheld in cash. The payment of taxes by assigning Shares
to the Company, if permitted by the committee, shall be subject to
such restrictions as the Committee may impose, including any
restrictions required by rules of the Securities and Exchange
Commission.
(E)
RESTRICTIONS ON TRANSFER OF SHARES. Any Shares awarded or sold
under the Plan shall be subject to such special forfeiture
conditions, rights of repurchase, rights of first refusal and other
transfer restrictions as the Committee may determine. Such
restrictions shall be set forth in the applicable Stock Purchase
Agreement and shall apply in addition to any general restrictions
that may apply to all holders of Shares.
TERMS
AND CONDITIONS OF OPTIONS.
(A)
STOCK OPTION AGREEMENT. Each grant of an Option under the Plan
shall be evidenced by a Stock Option Agreement between the Optionee
and the Company. Such Option shall be subject to all applicable
terms and conditions of the Plan and may be subject to any other
terms and conditions which are not inconsistent with the Plan and
which the Committee deems appropriate for inclusion in a Stock
Option Agreement. The provisions of the various Stock Option
Agreements entered into under the Plan need not be
identical.
(B)
NUMBER OF SHARES. Each Stock Option Agreement shall specify the
number of Shares that are subject to the Option and shall provide
for the adjustment of such number in accordance with Section 9. The
Stock Option Agreement shall also specify whether the Option is an
ISO or a Non-statutory Option.
(C)
EXERCISE PRICE. Each Stock Option Agreement shall specify the
Exercise Price. The Exercise Price of an ISO shall not be less than
100 percent of the Fair Market Value of a Share on the date of
grant, except as otherwise provided in Section 4(c). The Exercise
Price of a Non-statutory Option shall not be less than 85 percent
of the Fair Market Value of a Share on the date of grant. Subject
to the preceding two sentences, the Exercise Price under any Option
shall be determined by the Committee at its sole discretion. The
Exercise Price shall be payable in a form described in Section
8.
(D)
WITHHOLDING TAXES. As a condition to the exercise of an Option, the
Optionee shall make such arrangements as the Committee may require
for the satisfaction of any federal, state, local or foreign
withholding tax obligations that arise in connection with such
exercise. The Optionee shall also make such arrangements as the
Committee may require for the satisfaction of any federal, state,
local or foreign withholding tax obligations that may arise in
connection with the disposition of Shares acquired by exercising an
Option. The Committee may permit the Optionee to satisfy all or
part of his or her tax obligations related to the Option by having
the Company withhold a portion of any Shares that otherwise would
be issued to him or her or by surrendering any Shares that
previously were acquired by him or her. Such Shares shall be valued
at their Fair Market Value on the date when taxes otherwise would
be withheld in cash. The payment of taxes by assigning Shares to
the Company, if permitted by the Committee, shall be subject to
such restrictions as the Committee may impose, including any
restrictions required by rules of the Securities and Exchange
Commission.
(E)
EXERCISABILITY AND TERM. Each Stock Option Agreement shall specify
the date when all or any installment of the Option is to become
exercisable. The vesting of any Option shall be determined by the
Committee at its sole discretion. A Stock Option Agreement may
provide for accelerated exercisability in the event of the
Optionee’s death, Total and Permanent Disability or
retirement or other events. The Stock Option Agreement shall also
specify the term of the Option. The term shall not exceed 10 years
from the date of grant, except as otherwise provided in Section
4(c). Subject to the preceding sentence, the Committee at its sole
discretion shall determine when an Option is to
expire.
(F)
NONTRANSFERABILITY. During an Optionee’s lifetime, such
Optionee’s Option(s) shall be exercisable only by him or her
and shall not be transferable, unless permitted by the Stock Option
Agreement. In the event of an Optionee’s death, such
Optionee’s Option(s) shall not be transferable other than by
will, by a beneficiary designation executed by the Optionee and
delivered to the Company, or by the laws of descent and
distribution.
(G)
TERMINATION OF SERVICE (EXCEPT BY DEATH). If an Optionee’s
Service terminates for any reason other than the Optionee’s
death, then such Optionee’s Option(s) shall expire on the
earliest of the following occasions:
(i) The
expiration date determined pursuant to Subsection (e)
above;
(ii)
The date 90 days after the termination of the Optionee’s
Service for any reason other than Total and Permanent Disability;
or
(iii)
The date six months after the termination of the Optionee’s
Service by reason of Total and Permanent Disability.
The
Optionee may exercise all or part of his or her Option(s) at any
time before the expiration of such Option(s) under the preceding
sentence, but only to the extent that such Option(s) had become
exercisable before the Optionee’s Service terminated or
became exercisable as a result of the termination. The balance of
such Option(s) shall lapse when the Optionee’s Service
terminates. In the event that the Optionee dies after the
termination of the Optionee’s Service but before the
expiration of the Optionee’s Option(s), all or part of such
Option(s) may be exercised (prior to expiration) by his or her
designated beneficiary (if applicable), by the executors or
administrators of the Optionee’s estate or by any person who
has acquired such Option(s) directly from the Optionee by bequest
or inheritance, but only to the extent that such Option(s) had
become exercisable before the Optionee’s Service terminated
or became exercisable as a result of the termination.
(H)
LEAVES OF ABSENCE. For purposes of Subsection (g) above, Service
shall be deemed to continue while the Optionee is on sick leave or
other bona fide leave of absence (as determined by the Committee) .
The foregoing notwithstanding, in the case of an ISO granted under
the Plan. Service shall not be deemed to continue beyond the first
90 days of such leave, unless the Optionee’s reemployment
rights are guaranteed by statute or by contract.
(I)
DEATH OF OPTIONEE. If an Optionee dies while he or she is in
Service, then such Optionee’s Option(s) shall expire on the
earlier of the following dates:
(i) The
expiration date determined pursuant to Subsection (e) above;
or
(ii)
The date six months after the Optionee’s death.
All or
part of the Optionee’s Option(s) may be exercised at any time
before the expiration of such Option(s) under the preceding
sentence by his or her designated beneficiary (if applicable), by
the executors or administrators of the Optionee’s estate or
by any person who has acquired such Option(s) directly from the
Optionee by bequest or inheritance, but only to the extent that
such Option(s) had become exercisable before the Optionee’s
death or became exercisable as a result of the Optionee’s
death. The balance of such Option(s) shall lapse when the Optionee
dies.
(J) NO
RIGHTS AS A STOCKHOLDER. An Optionee, or a transferee of an
Optionee, shall have no rights as a stockholder with respect to any
Shares covered by his or her Option until the date of the issuance
of a stock certificate for such Shares. No adjustments shall be
made, except as provided in Section 9.
(K)
MODIFICATION. EXTENSION AND RENEWAL OF OPTIONS. Within the
limitations of the Plan, the Committee may modify, extend or renew
outstanding Options or may accept the cancellation of outstanding
Options (to the extent not previously exercised) in return for the
grant of new Options at the same or a different price. The
foregoing notwithstanding, no modification of an option shall,
without the consent of the Optionee, impair such Optionee s rights
or increase his or her obligations under such Option.
(L)
RESTRICTIONS ON TRANSFER OF SHARES. Any Shares issued upon exercise
of an Option shall be subject to such special forfeiture
conditions, rights of repurchase, rights of first refusal and other
transfer restrictions as the Committee may determine. Such
restrictions shall be set forth in the applicable Stock Option
Agreement and shall apply in addition to any general restrictions
that may apply to all holders of Shares.
PAYMENT
FOR SHARES.
(A)
GENERAL RULE. The entire Purchase Price or Exercise Price of Shares
issued under the Plan shall be payable in lawful money of the
United States of America at the time when such Shares are
purchased, except as follows:
(i) In
the case of Shares sold under the terms of a Stock Purchase
Agreement subject to the Plan, payment shall be made only pursuant
to the express provisions of such Stock Purchase Agreement.
However, the Committee (at its sole discretion) may specify in the
Stock Purchase Agreement that payment may be made in one or all of
the forms described in Subsections (e), (f) and (g)
below.
(ii) In
the case of an ISO granted under the Plan, payment shall be made
only pursuant to the express provisions of the applicable Stock
Option Agreement. However, the Committee (at its sole discretion)
may specify in the Stock Option Agreement that payment may be made
pursuant to Subsections (b), (c), (d), (1) or (g)
below.
(iii)
In the case of a Non-statutory Option granted under the Plan, the
committee (at its sole discretion) may accept payment pursuant to
Subsections (b), (c), (d), (f) or (g) below.
(B)
SURRENDER OF STOCK. To the extent that this Subsection (b) is
applicable, payment may be made all or in part with Shares which
have already been owned by the Optionee or his or her
representative for more than 12 months and which are surrendered to
the Company in good form for transfer, Such Shares shall be valued
at their Fair Market Value on the date when the new Shares are
purchased under the Plan.
(C)
EXERCISE/SALE. TO THE EXTENT THAT THIS SUBSECTION (C) is
applicable, payment may be made by the delivery (on a form
prescribed by the Company) of an irrevocable direction to a
securities broker approved by the Company to sell Shares and to
deliver all or part of the sales proceeds to the Company in payment
of all or part of the Exercise Price and any withholding
taxes.
(D)
EXERCISE/PLEDGE. To the extent that this Subsection (d) is
applicable, payment may be made by the delivery (on a form
prescribed by the Company) of an irrevocable direction to pledge
Shares to a securities broker or lender approved by the Company, as
security for a loan, and to deliver all or part of the loan
proceeds to the Company in payment of all or part of the Exercise
Price and any withholding taxes.
(E)
SERVICES RENDERED. To the extent that this Subsection (e) is
applicable, Shares may be awarded under the Plan in consideration
of services rendered to the Company or a Subsidiary prior to the
award. If Shares are awarded without the payment of a Purchase
Price in cash, the Committee shall make a determination (at the
time of the award) of the value of the services rendered by the
Offeree and the sufficiency of the consideration to meet the
requirements of Section 6(c).
(F)
PROMISSORY NOTE. To the extent that this Subsection (f) is
applicable, a portion of the Purchase Price or Exercise Price, as
the case may be, of Shares issued under the Plan may be payable by
a full recourse promissory note, provided that (i) the par value of
such Shares must be paid in lawful money of the United States of
America at the time when such Shares are purchased, (ii) the Shares
are security for payment of the principal amount of the promissory
note and interest thereon and (iii) the interest rate payable under
the terms of the promissory note shall be no less than the minimum
rate (if any) required to avoid the imputation of additional
interest under the Code. Subject to the foregoing, the Committee
(at its sole discretion) shall specify the term, interest rate,
amortization requirements (if any) and other provisions of such
note.
(G)
OTHER FORMS OF PAYMENT. To the extent that this Subsection (g) is
applicable, payment may be made in any other form approved by the
Committee, consistent with applicable laws, regulations and
rules.
We
intend to file a registration statement, pursuant to the Securities
Act of 1933, as amended, on Form S-8, to register the shares
authorized for grant under the 2017 Employee/Consultant Common
Stock Compensation Plan.
AMENDMENT TO CERTIFICATE OF INCORPORATION TO DECREASE THE
AUTHORIZED SHARES OF COMMON STOCK FROM 35,000,000 SHARES TO
50,000,000 SHARES
The
Company’s Certificate of Incorporation authorized the
issuance of 35,000,000 shares of Common Stock and 10,000,000 shares
of Preferred Stock. On March 7, 2017, a majority of the
shareholders of the Company approved the Certificate of Amendment
of our Certificate of Incorporation, which is attached hereto as
Exhibit B, to
increase the amount of authorized Common Stock of the Company from
35,000,000 shares to 50,000,000 shares of Common
Stock.
The
Board of Directors will file the Amendment with the Secretary of
State of Delaware. The increase in our authorized Common Stock will
become effective on the date of filing.
Reason for Decrease in Authorized Shares
The
general purpose and effect of the amendment to the Company’s
Certificate of Incorporation in authorizing 50,000,000 shares of
Common Stock is to facilitate various financing agreements in the
future to enable the Company to continue its current business
operations.
Reasons for and Effect of the Amendment
The
Board of Directors believes that the Company’s stockholders
may benefit from the increase in the number of shares of Common
Stock the Company is authorized to issue because it shall allow us
to accommodate additional capital investment into the
Company.
This
increase in our authorized common shares will have no material
effect on the rights of existing stockholders, since it will not
change the percentage of ownership of the Company of any
stockholder. Moreover, the adoption of the Amendment will not of
itself without further action of our Board of Directors cause or
result in any changes in our current capital accounts or
outstanding Common Stock.
As a result of the increase in authorized common stock, there will
be an additional 15,000,000 common shares available for issuance.
The Board of Directors will be authorized to issue the additional
common shares without having to obtain the approval of the
Company’s shareholders. The issuance of the additional shares
could also result in the dilution of the value of shares now
outstanding, if the terms on which the shares were issued were less
favorable than the contemporaneous market value of the
Company’s common stock.
The increase in the number of common shares available for issuance
is not being done for the purpose of impeding any takeover attempt.
Nevertheless, the power of the Board of Directors to provide for
the issuance of shares of common stock without shareholder approval
has potential utility as a device to discourage or impede a
takeover of the Company. In the event that a non-negotiated
takeover were attempted, the private placement of stock into
“friendly” hands, for example, could make the Company
unattractive to the party seeking control of the Company. This
would have a detrimental effect on the interests of any stockholder
who wanted to tender his or her shares to the party seeking control
or who would favor a change in control.
The
Board of Directors is not aware of any such actual or contemplated
takeover attempt. Currently, we have no definitive plans or
arrangements to issue any such shares, although the Company
evaluates from time to time potential transactions that may result
in the issuance of shares. Any such use or issuance of our shares
would be regardless of whether the Amendment is
effectuated.
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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[_______], 2017
EXHIBIT
A
2017
EMPLOYEES/CONSULTANTS STOCK COMPENSATION PLAN
OF
MEDITE
CANCER DISGNOSTICS, INC.
SECTION
1. ESTABLISHMENT AND PURPOSE
The
Plan was established on March 1 2017, effective March 7, 2017, to
offer directors, officers and selected key employees, advisors and
consultants an opportunity to acquire a proprietary interest in the
success of the Company to receive compensation, or to increase such
interest, by purchasing Shares of the Company’s common stock.
The Plan provides both for the direct award or sale of Shares and
for the grant of Options to purchase Shares. Options granted under
the Plan may include non-statutory options, as well as ISOs
intended to qualify under section 422 of the Code.
The
Plan is intended to comply in all respects with Rule 16.3 (or its
successor) under the Exchange Act and shall be construed
accordingly.
SECTION
2. DEFINITIONS.
(A)
“BOARD OF DIRECTORS” shall mean the Board of Directors
of the Company, as constituted from time to time.
(B)
“CODE” shall mean the Internal Revenue Code of 1986, as
amended.
(C)
“COMMITTEE” shall mean a committee of the Board of
Directors, as described in Section 3(a).
(D)
“COMPANY” shall mean MEDITE CANCER DIAGNOSTICS, INC., a
Delaware corporation.
(E)
“EMPLOYEE” shall mean (i) any individual who is a
common-law employee of the Company or of a Subsidiary, (ii) an
Outside Director, (iii) an independent contractor who performs
services for the Company or a Subsidiary and who is not a member of
the Board of Directors, including consultants and advisors that
provide professional, technical, financial, legal, accounting,
capital markets related and other services. Service as an Outside
Director or independent contractor shall be considered employment
for all purposes of the Plan, except as provided in Subsections (a)
and (b) of Section 4.
(F)
“EXCHANGE ACT” shall mean the Securities Exchange Act
of 1934, as amended.
(G)
“EXERCISE PRICE” shall mean the amount for which one
share may be purchased upon exercise of an Option, as specified by
the Committee in the applicable Stock Option
Agreement.
(H)
“FAIR MARKET VALUE” shall mean the market price of
Stock, determined by the Committee as follows:
(i) If
Stock was traded on a stock exchange on the date in question, then
the Fair Market Value shall be equal to the closing price reported
for such date by the applicable composite-transactions
report;
(ii) If
stock was traded over-the-counter on the date in question and was
traded on the Nasdaq system or the Nasdaq National Market, then the
Fair Market Value shall be equal to the last transaction price
quoted for such date by the Nasdaq system or the Nasdaq National
Market;
(iii)
If Stock was traded over-the-counter on the date in question but
was not traded on the Nasdaq system or the Nasdaq National Market,
then the Fair Market Value shall be equal to the mean between the
last reported representative bid and asked prices quoted for such
date by the principal automated inter-dealer quotation system on
which Stock is quoted or, if the Stock is not quoted on any such
system, by the “Pink Sheets” published by the National
Quotation Bureau, Inc.; and
(iv) If
none of the foregoing provisions is applicable, then the Fair
Market Value shall be determined by the Committee in good faith on
such basis as it deems appropriate.
In all
cases, the determination of Fair Market Value by the Committee
shall be conclusive and binding on all persons.
(I)
“ISO” shall mean an employee incentive stock option
described in section 422(b) of the Code.
(J)
“NON-STATUTORY OPTION” shall mean an employee stock
option not described in sections 422(b) or 423(b) of the
Code.
(K)
“OFFEREE” shall mean an individual to whom the
Committee has offered the right to acquire Shares under the Plan
(other than upon exercise of an Option)
(L)
“OPTION” shall mean an ISO or Non-statutory Option
granted under the Plan and entitling the holder to purchase
Shares.
(M)
“OPTIONEE” shall mean an individual who holds an
Option.
(N)
“OUTSIDE DIRECTOR” shall mean a member of the Board of
Directors who is not a common--law employee of the Company or of a
Subsidiary.
(O)
COMMITTEE PROCEDURES. The Committee shall designate one of its
members as chairman. The Committee may hold meetings at such times
and places as it shall determine. The acts of a majority of the
Committee members present at meetings at which a quorum exists, or
acts reduced to or approved in writing by all Committee members,
shall be valid acts of the Committee.
(P)
COMMITTEE RESPONSIBILITIES. Subject to the provisions of the Plan,
the Committee shall have the authority and discretion to take the
following actions:
(i) To
interpret the Plan and to apply its provisions;
(ii) To
adopt, amend or rescind rules, procedures and forms relating to the
Plan;
(iii)
To authorize any person to execute, on behalf of the Company, any
instrument required to carry out the purposes of the
Plan;
(iv) To
determine when Shares are to be awarded or offered for sale and
when Options are to be granted under the Plan;
(v) To
select the Offerees and Optionees;
(vi) To
determine the number of Shares to be offered to each Offeree or to
be made subject to each Option;
(vii)
To prescribe the terms and conditions of each award or sale of
Shares, including (without limitation) the Purchase Price, and to
specify the provisions of the Stock Purchase Agreement relating to
such award or sale;
(viii)
To prescribe the terms and conditions of each Option, including
(without limitation) the Exercise Price, to determine whether such
Option is to be classified as an ISO or as a Non-statutory Option,
and to specify the provisions of the Stock Option Agreement
relating to such Option;
(ix) To
amend any outstanding Stock Purchase Agreement or Stock Option
Agreement, subject to applicable legal restrictions and, to the
extent such amendments adverse to the Offeree’s or
Optionee’s interest, to the consent of the Offeree or
Optionee who entered into such agreement;
(x) To
prescribe the consideration for the grant of each Option or other
right under the Plan and to determine the sufficiency of such
consideration; and
(xi) To
take any other actions deemed necessary or advisable for the
administration of the Plan.
All
decisions, interpretations and other actions of the Committee shall
be final and binding on all Offerees, all Optionees, and all
persons deriving their rights from an Offeree or Optionee. No
member of the Committee shall be liable for any action that he or
she has taken or has failed to take in good faith with respect to
the Plan, any Option, or any right to acquire Shares under the
Plan.
SECTION
3. INTENTIONALLY OMITTED
SECTION
4. ELIGIBILITY.
(A)
GENERAL RULES. Only Employees (including, without limitation,
independent contractors, consultants and legal counsel who are not
members of the Board of Directors) shall be eligible for
designation as Optionees or Offerees by the Committee. In addition,
only Employees who are common-law employees of the Company or a
Subsidiary shall be eligible for the grant of ISOs. Employees who
are Outside Directors shall only be eligible for the grant of the
Non-statutory Options described in Subsection (b)
below.
(B)
OUTSIDE DIRECTORS. Any other provision of the Plan notwithstanding,
the participation of Outside Directors in the Plan shall be subject
to the following restrictions:
(i)
outside Directors shall receive no grants other than the
Non-statutory options described in this Subsection (b)
(ii)
All Non-statutory Options granted to an Outside Director under this
Subsection (b) shall also become exercisable in full in the event
of the termination of such Outside Director’s service because
of death, Total and Permanent Disability or voluntary retirement at
or after age 65.
(iii)
The Exercise Price under all Non-statutory Options granted to an
Outside Director under this Subsection (b) shall be equal to 100
percent of the Fair Market Value of a Share on the date of grant,
payable in one of the forms described in Subsection (a), (b), (c)
or (d) of Section 6.
(iv)
Non-statutory options granted to an outside Director under this
Subsection (b) shall terminate on the earliest of (A) the 10th
anniversary of the date of grant, (B) the date three months after
the termination of such Outside Director’s service for any
reason other than death or Total and Permanent Disability or (C)
the date 12 months after the termination of such Outside
Director’s service because of death or Total and Permanent
Disability.
The
committee may provide that the Non-statutory Options that otherwise
would be granted to an Outside Director under this Subsection (b)
shall instead be granted to an affiliate of such Outside Director.
Such affiliate shall then be deemed to be an Outside Director for
purposes of the Plan, provided that the service—related
vesting and termination provisions pertaining to the Non-statutory
Options shall be applied with regard to the service of the Outside
Director.
(C)
ATTRIBUTION RULES. For purposes of Subsection (c) above, in
determining stock ownership, an Employee shall be deemed to own the
stock owned, directly or indirectly, by or for such
Employee’s brothers, sisters, spouse, ancestors and lineal
descendants. Stock owned, directly or indirectly, by or for a
corporation, partnership, estate or trust shall be deemed to be
owned proportionately by or for its stockholders, partners or
beneficiaries. Stock with respect to which such Employee holds an
option shall not be counted.
(D)
OUTSTANDING STOCK. For purposes of Subsection (c) above,
“outstanding stock” shall include all stock actually
issued and outstanding immediately after the grant.
“Outstanding stock” shall not include shares authorized
for issuance under outstanding options held by the Employee or by
any other person.
SECTION
5. STOCK SUBJECT TO PLAN.
(A)
BASIC LIMITATION. Shares offered under the Plan shall be authorized
but unissued Shares or treasury Shares. The aggregate number of
Shares which may be issued under the Plan (upon exercise of Options
or other rights to acquire Shares) shall not exceed 3,000,000
Shares, subject to adjustment pursuant to Section 9. The number of
Shares which are subject to Options or other rights outstanding at
any time under the Plan shall not exceed the number of Shares which
then remain available for issuance under the Plan. The Company,
during the term of the Plan, shall at all times reserve and keep
available sufficient Shares to satisfy the requirements of the
Plan.
(B)
ADDITIONAL SHARES. In the event that any outstanding Option or
other right for any reason expires or is cancelled or otherwise
terminated, the Shares allocable to the unexercised portion of such
Option or other right shall again be available for the purposes of
the Plan. In the event that Shares issued under the Plan are
reacquired by the Company pursuant to a forfeiture provision, a
right of repurchase or a right of first refusal. Such Shares shall
again be available for the purposes of the Plan.
SECTION
6. TERMS AND CONDITIONS OF AWARDS OR SALES.
(A)
AGREEMENT. Each award or sale of Shares under the Plan (other than
upon exercise of an Option) shall be evidenced by an Agreement
between the Offeree and the Company. Such award or sale shall be
subject to all applicable terms and conditions of the Plan and may
be subject to any other terms and conditions which are not
inconsistent with the Plan and which the Committee deems
appropriate for inclusion in an Agreement. The provisions of the
various Agreements entered into under the Plan need not be
identical.
(B)
DURATION OF OFFERS AND NONTRANSFERABILITY OF RIGHTS. Any right to
acquire Shares under the Plan (other than an Option) shall
automatically expire if not exercised by the Offeree within 30 days
after the grant of such right was communicated to the Offeree by
the Committee. Such right shall not be transferable and shall be
exercisable only by the Offeree to whom such right was
granted.
(C)
PURCHASE PRICE. The Purchase Price of Shares to be offered under
the Plan shall not be less than 90 percent of the Fair Market Value
of such Shares. Subject to the preceding sentence, the Purchase
Price shall be determined by the Committee at its sole discretion.
The Purchase Price shall be payable in a form described in Section
6.
(D)
WITHHOLDING TAXES. As a condition to the award, sale or vesting of
Shares, the Offeree shall make such arrangements as the Committee
may require for the satisfaction of any federal, state, local or
foreign withholding tax obligations that arise in connection with
such Shares. The Committee may permit the Offeree to satisfy all or
part of his or her tax obligations related to such Shares by having
the Company withhold a portion of any Shares that otherwise would
be issued to him or her or by surrendering any Shares that
previously were acquired by him or her. The Shares withheld or
surrendered shall be valued at their Fair Market Value on the date
when taxes otherwise would be withheld in cash. The payment of
taxes by assigning Shares to the Company, if permitted by the
committee, shall be subject to such restrictions as the Committee
may impose, including any restrictions required by rules of the
Securities and Exchange Commission.
(E)
RESTRICTIONS ON TRANSFER OF SHARES. Any Shares awarded or sold
under the Plan shall be subject to such special forfeiture
conditions, rights of repurchase, rights of first refusal and other
transfer restrictions as the Committee may determine. Such
restrictions shall be set forth in the applicable Stock Purchase
Agreement and shall apply in addition to any general restrictions
that may apply to all holders of Shares.
SECTION
7. TERMS AND CONDITIONS OF OPTIONS.
(A)
STOCK OPTION AGREEMENT. Each grant of an Option under the Plan
shall be evidenced by a Stock Option Agreement between the Optionee
and the Company. Such Option shall be subject to all applicable
terms and conditions of the Plan and may be subject to any other
terms and conditions which are not inconsistent with the Plan and
which the Committee deems appropriate for inclusion in a Stock
Option Agreement. The provisions of the various Stock Option
Agreements entered into under the Plan need not be
identical.
(B)
NUMBER OF SHARES. Each Stock Option Agreement shall specify the
number of Shares that are subject to the Option and shall provide
for the adjustment of such number in accordance with Section 9. The
Stock Option Agreement shall also specify whether the Option is an
ISO or a Non-statutory Option.
(C)
EXERCISE PRICE. Each Stock Option Agreement shall specify the
Exercise Price. The Exercise Price of an ISO shall not be less than
100 percent of the Fair Market Value of a Share on the date of
grant, except as otherwise provided in Section 4(c). The Exercise
Price of a Non-statutory Option shall not be less than 85 percent
of the Fair Market Value of a Share on the date of grant. Subject
to the preceding two sentences, the Exercise Price under any Option
shall be determined by the Committee at its sole discretion. The
Exercise Price shall be payable in a form described in Section
8.
(D)
WITHHOLDING TAXES. As a condition to the exercise of an Option, the
Optionee shall make such arrangements as the Committee may require
for the satisfaction of any federal, state, local or foreign
withholding tax obligations that arise in connection with such
exercise. The Optionee shall also make such arrangements as the
Committee may require for the satisfaction of any federal, state,
local or foreign withholding tax obligations that may arise in
connection with the disposition of Shares acquired by exercising an
Option. The Committee may permit the Optionee to satisfy all or
part of his or her tax obligations related to the Option by having
the Company withhold a portion of any Shares that otherwise would
be issued to him or her or by surrendering any Shares that
previously were acquired by him or her. Such Shares shall be valued
at their Fair Market Value on the date when taxes otherwise would
be withheld in cash. The payment of taxes by assigning Shares to
the Company, if permitted by the Committee, shall be subject to
such restrictions as the Committee may impose, including any
restrictions required by rules of the Securities and Exchange
Commission.
(E)
EXERCISABILITY AND TERM. Each Stock Option Agreement shall specify
the date when all or any installment of the Option is to become
exercisable. The vesting of any Option shall be determined by the
Committee at its sole discretion. A Stock Option Agreement may
provide for accelerated exercisability in the event of the
Optionee’s death, Total and Permanent Disability or
retirement or other events. The Stock Option Agreement shall also
specify the term of the Option. The term shall not exceed 10 years
from the date of grant, except as otherwise provided in Section
4(c). Subject to the preceding sentence, the Committee at its sole
discretion shall determine when an Option is to
expire.
(F)
NONTRANSFERABILITY. During an Optionee’s lifetime, such
Optionee’s Option(s) shall be exercisable only by him or her
and shall not be transferable, unless permitted by the Stock Option
Agreement. In the event of an Optionee’s death, such
Optionee’s Option(s) shall not be transferable other than by
will, by a beneficiary designation executed by the Optionee and
delivered to the Company, or by the laws of descent and
distribution.
(G)
TERMINATION OF SERVICE (EXCEPT BY DEATH). If an Optionee’s
Service terminates for any reason other than the Optionee’s
death, then such Optionee’s Option(s) shall expire on the
earliest of the following occasions:
(i) The
expiration date determined pursuant to Subsection (e)
above;
(ii)
The date 90 days after the termination of the Optionee’s
Service for any reason other than Total and Permanent Disability;
or
(iii)
The date six months after the termination of the Optionee’s
Service by reason of Total and Permanent Disability.
The
Optionee may exercise all or part of his or her Option(s) at any
time before the expiration of such Option(s) under the preceding
sentence, but only to the extent that such Option(s) had become
exercisable before the Optionee’s Service terminated or
became exercisable as a result of the termination. The balance of
such Option(s) shall lapse when the Optionee’s Service
terminates. In the event that the Optionee dies after the
termination of the Optionee’s Service but before the
expiration of the Optionee’s Option(s), all or part of such
Option(s) may be exercised (prior to expiration) by his or her
designated beneficiary (if applicable), by the executors or
administrators of the Optionee’s estate or by any person who
has acquired such Option(s) directly from the Optionee by bequest
or inheritance, but only to the extent that such Option(s) had
become exercisable before the Optionee’s Service terminated
or became exercisable as a result of the termination.
(H)
LEAVES OF ABSENCE. For purposes of Subsection (g) above, Service
shall be deemed to continue while the Optionee is on sick leave or
other bona fide leave of absence (as determined by the Committee) .
The foregoing notwithstanding, in the case of an ISO granted under
the Plan. Service shall not be deemed to continue beyond the first
90 days of such leave, unless the Optionee’s reemployment
rights are guaranteed by statute or by contract.
(I)
DEATH OF OPTIONEE. If an Optionee dies while he or she is in
Service, then such Optionee’s Option(s) shall expire on the
earlier of the following dates:
(i) The
expiration date determined pursuant to Subsection (e) above;
or
(ii)
The date six months after the Optionee’s death.
All or
part of the Optionee’s Option(s) may be exercised at any time
before the expiration of such Option(s) under the preceding
sentence by his or her designated beneficiary (if applicable), by
the executors or administrators of the Optionee’s estate or
by any person who has acquired such Option(s) directly from the
Optionee by bequest or inheritance, but only to the extent that
such Option(s) had become exercisable before the Optionee’s
death or became exercisable as a result of the Optionee’s
death. The balance of such Option(s) shall lapse when the Optionee
dies.
(J) NO
RIGHTS AS A STOCKHOLDER. An Optionee, or a transferee of an
Optionee, shall have no rights as a stockholder with respect to any
Shares covered by his or her Option until the date of the issuance
of a stock certificate for such Shares. No adjustments shall be
made, except as provided in Section 9.
(K)
MODIFICATION. EXTENSION AND RENEWAL OF OPTIONS. Within the
limitations of the Plan, the Committee may modify, extend or renew
outstanding Options or may accept the cancellation of outstanding
Options (to the extent not previously exercised) in return for the
grant of new Options at the same or a different price. The
foregoing notwithstanding, no modification of an option shall,
without the consent of the Optionee, impair such Optionee s rights
or increase his or her obligations under such Option.
(L)
RESTRICTIONS ON TRANSFER OF SHARES. Any Shares issued upon exercise
of an Option shall be subject to such special forfeiture
conditions, rights of repurchase, rights of first refusal and other
transfer restrictions as the Committee may determine. Such
restrictions shall be set forth in the applicable Stock Option
Agreement and shall apply in addition to any general restrictions
that may apply to all holders of Shares.
SECTION
8. PAYMENT FOR SHARES.
(A)
GENERAL RULE. The entire Purchase Price or Exercise Price of Shares
issued under the Plan shall be payable in lawful money of the
United States of America at the time when such Shares are
purchased, except as follows:
(i) In
the case of Shares sold under the terms of a Stock Purchase
Agreement subject to the Plan, payment shall be made only pursuant
to the express provisions of such Stock Purchase Agreement.
However, the Committee (at its sole discretion) may specify in the
Stock Purchase Agreement that payment may be made in one or all of
the forms described in Subsections (e), (f) and (g)
below.
(ii) In
the case of an ISO granted under the Plan, payment shall be made
only pursuant to the express provisions of the applicable Stock
Option Agreement. However, the Committee (at its sole discretion)
may specify in the Stock Option Agreement that payment may be made
pursuant to Subsections (b), (c), (d), (1) or (g)
below.
(iii)
In the case of a Non-statutory Option granted under the Plan, the
committee (at its sole discretion) may accept payment pursuant to
Subsections (b), (c), (d), (f) or (g) below.
(B)
SURRENDER OF STOCK. To the extent that this Subsection (b) is
applicable, payment may be made all or in part with Shares which
have already been owned by the Optionee or his or her
representative for more than 12 months and which are surrendered to
the Company in good form for transfer, Such Shares shall be valued
at their Fair Market Value on the date when the new Shares are
purchased under the Plan.
(C)
EXERCISE/SALE. TO THE EXTENT THAT THIS SUBSECTION (C) is
applicable, payment may be made by the delivery (on a form
prescribed by the Company) of an irrevocable direction to a
securities broker approved by the Company to sell Shares and to
deliver all or part of the sales proceeds to the Company in payment
of all or part of the Exercise Price and any withholding
taxes.
(D)
EXERCISE/PLEDGE. To the extent that this Subsection (d) is
applicable, payment may be made by the delivery (on a form
prescribed by the Company) of an irrevocable direction to pledge
Shares to a securities broker or lender approved by the Company, as
security for a loan, and to deliver all or part of the loan
proceeds to the Company in payment of all or part of the Exercise
Price and any withholding taxes.
(E)
SERVICES RENDERED. To the extent that this Subsection (e) is
applicable, Shares may be awarded under the Plan in consideration
of services rendered to the Company or a Subsidiary prior to the
award. If Shares are awarded without the payment of a Purchase
Price in cash, the Committee shall make a determination (at the
time of the award) of the value of the services rendered by the
Offeree and the sufficiency of the consideration to meet the
requirements of Section 6(c).
(F)
PROMISSORY NOTE. To the extent that this Subsection (f) is
applicable, a portion of the Purchase Price or Exercise Price, as
the case may be, of Shares issued under the Plan may be payable by
a full recourse promissory note, provided that (i) the par value of
such Shares must be paid in lawful money of the United States of
America at the time when such Shares are purchased, (ii) the Shares
are security for payment of the principal amount of the promissory
note and interest thereon and (iii) the interest rate payable under
the terms of the promissory note shall be no less than the minimum
rate (if any) required to avoid the imputation of additional
interest under the Code. Subject to the foregoing, the Committee
(at its sole discretion) shall specify the term, interest rate,
amortization requirements (if any) and other provisions of such
note.
(G)
OTHER FORMS OF PAYMENT. To the extent that this Subsection (g) is
applicable, payment may be made in any other form approved by the
Committee, consistent with applicable laws, regulations and
rules.
SECTION
9. ADJUSTMENT OF SHARES.
(A)
GENERAL. In the event of a subdivision of the outstanding Stock, a
declaration of a dividend payable in Shares, a declaration of a
dividend payable in a form other than Shares in an amount that has
a material effect on the value of Shares, a combination or
consolidation of the outstanding Stock (by reclassification or
otherwise) into a lesser number of Shares, a recapitalization, a
spinoff or a similar occurrence, the Committee shall make
appropriate adjustments in one or more of (i) the number of Shares
available for future grants under Section 5, (ii) the number of
Non-statutory Options to be granted to Outside Directors under
Section 4(b), (iii) the number of Shares covered by each
outstanding Option or (iv) the Exercise Price under each
outstanding Option.
(B)
REORGANIZATIONS. In the event that the company is a party to a
merger or other reorganization, outstanding Options shall be
subject to the agreement of merger or reorganization. Such
agreement may provide, without limitation, for the assumption of
outstanding Options by the surviving corporation or its parent, for
their continuation by the Company (if the Company is a surviving
corporation) , for payment of a cash settlement equal to the
difference between the amount to be paid for one Share under such
agreement and the Exercise Price, or for the acceleration of their
exercisability followed by the cancellation of Options not
exercised, in all cases without the Optionees’ consent. Any
cancellation shall not occur until after such acceleration is
effective and Optionees have been notified of such acceleration. In
the case of Options that have been outstanding for less than 12
months, a cancellation need not be preceded by
acceleration.
(C)
RESERVATION OF RIGHTS. Except as provided in this Section 9, an
Optionee or Offeree shall have no rights by reason of any
subdivision or consolidation of shares of stock of any class, the
payment of any dividend or any other increase or decrease in the
number of shares of stock of any class. Any issue by the Company of
shares of stock of any class, or securities convertible into shares
of stock of any class, shall not affect, and no adjustment by
reason thereof shall be made with respect to; the number or
Exercise Price of Shares subject to an Option. The grant of an
Option pursuant to the Plan shall not affect in any way the right
or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure, to
merge or consolidate or to dissolve, liquidate, sell or transfer
all or any part of its business or assets.
SECTION
10. SECURITIES LAWS.
Shares
shall not be issued under the Plan unless the issuance and delivery
of such Shares complies with (or is exempt from) all applicable
requirements of law, including (without limitation) the Securities
Act of 1933, as amended, the rules and regulations promulgated
thereunder, state securities laws and regulations, and the
regulations of any stock exchange on which the Company’s
securities may then be listed.
SECTION
11. NO RETENTION RIGHTS.
Neither
the Plan nor any Option shall be deemed to give any individual a
right to remain an employee, consultant or director of the Company
or a Subsidiary. The Company and its Subsidiaries reserve the right
to terminate the service of any employee, consultant or director.
at any time, with or without cause, subject to applicable laws, the
Company’s certificate of incorporation and by-laws and a
written employment agreement (if any).
SECTION
12. DURATION AND AMENDMENTS.
(A)
TERM OF THE PLAN. The Plan, as set forth herein is effective as of
March 7, 2017. The Plan shall terminate automatically 15 years on
March 6, 2032, and may be terminated on any earlier date pursuant
to Subsection (b) below.
(B)
RIGHT TO AMEND OR TERMINATE THE PLAN. The Board of Directors may,
subject to applicable law, amend, suspend or terminate the Plan at
any time and for any reason. An amendment to the Plan shall require
stockholder approval only to the extent required by applicable
law.
(C)
EFFECT OF AMENDMENT OR TERMINATION. No Shares shall be issued or
sold under the Plan after the termination thereof, except upon
exercise of an Option granted prior to such termination. The
termination of the Plan, or any amendment thereto shall not affect
any Share previously issued or any Option previously granted under
the Plan.
SECTION
13. EXECUTION.
To
record the adoption of the Plan by the majority vote of the holders
of common stock which became effective on March 7, 2017, the
Company has caused its authorized officer to execute the
same.
MEDITE
CANCER DIAGNOSTICS, INC.,
a
Delaware corporation
By:/s/
David E. Patterson
David
E. Patterson
Chief
Executive Officer
EXHIBIT
B
CERTIFICATE
OF AMENDMENT
TO
THE
CERTIFICATE
OF INCORPORATION
OF
MEDITE
CANCER DIAGNOSTICS, INC.
Pursuant
to Section 242 of the
General
Corporation Law of the State of Delaware
MEDITE
Cancer Diagnostics, Inc., a Delaware corporation (the
“Corporation”), does hereby certify as
follows:
1. The
Board of Directors of the Corporation (the “Board”),
acting by Unanimous Written Consent in accordance with Section
141(f) of the General Corporation Law of the State of Delaware (the
“DGCL”) adopted a resolution authorizing the
Corporation to increase the number of shares of the common stock,
$.001 par value per share (the “Common Stock”) that the
Corporation is authorized to issue from 35,000,000 to 50,000,000
and to file this Certificate of Amendment:
Article
FOURTH of the Certificate of Incorporation shall be amended by
deleting Section 4.1 in its entirety and submitting therefor the
following:
“Section 4.1.
The total number of shares of stock which the Corporation is
authorized to issue is Sixty Million (60,000,000) shares, comprised
of Fifty Million (50,000,000) shares of common stock, par value
$0.001 per share, and Ten Million (10,000,000) shares of preferred
stock, par value $0.001 per share.”
2.
That in lieu of a meeting and vote of stockholders, the holders of
a majority in interest of record of the issued and outstanding
shares of Common Stock have given written consent to said amendment
in accordance with the provisions of Section 228 of the
DGCL.
3. That
the aforesaid amendment was duly adopted in accordance with the
applicable provisions of Section 242 of the DGCL.
IN
WITNESS WHEREOF, MEDITE Cancer Diagnostics, Inc. has caused this
Certificate of Amendment to be duly executed in its corporate name
this ____ day of ________, 2017.
MEDITE
CANCER DIAGNOSTICS, INC.
By:
_____________________
Name:
Title: