SEC Connect
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report
(Date of earliest event reported) July 10,
2017
MEDITE CANCER DIAGNOSTICS, INC.
(Exact
Name of Registrant as Specified in Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
000-00935
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36-4296006
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(Commission
File Number)
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(IRS
Employer Identification No.)
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4203 SW 34th St.
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Orlando,
FL
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32811
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(407)
996-9630
(Registrant’s
telephone number, including area code)
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
☐ Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On December 31, 2015, the Company entered into a Securities
Purchase Agreement (the “2015 Purchase Agreement”) with
seven (7) individual accredited investors (collectively
the “2015 Purchasers”), pursuant to which the Company
agreed to issue to the 2015 Purchasers secured promissory notes in
the aggregate principal amount of $500,000 with interest accruing
at an annual rate of 15% (the “2015 Note(s)”) and
warrants to purchase up to an aggregate amount of 250,000 shares of
the common stock, par value $0.001) per share, of the Company (the
“2015 Warrant(s)”). The 2015 Notes matured
on the earlier of the third (3rd) month anniversary date following
the Closing Date, as defined in the 2015 Note, or the third (3rd)
business day following the Company’s receipt of funds
exceeding one million dollars ($1,000,000) from an equity or debt
financing, not including the financing contemplated under the 2015
Purchase Agreement. The 2015 Notes are secured by the
Company’s accounts receivable and inventories held in the
United States. The 2015 Warrants had an initial exercise price of
$1.60 per share, which were subject to adjustment, and are
exercisable for a period of five (5) years. If the 2015
Notes were not redeemed by the Company on maturity, the Purchasers
were entitled to receive 10% of the principal balance of the 2015
Notes outstanding in warrants as a penalty for every month that the
2015 Notes were not redeemed. On March 31, 2016, these
2015 Notes matured and were not repaid. Therefore, the
2015 Notes were in default on April 1, 2016. The Company
agreed to pay the 2015 Purchasers 10% of the principal balance of
the 2015 Notes in warrants for the months of April 2016 and May
2016 (See Note 10). Further, on March 15, 2016, the
Board of Directors agreed to renegotiated terms with the 2015
Purchasers to remove the anti-dilution provision and down round
price protection features in the 2015 Warrant and adjusted the
exercise price from $1.60 to $.80. The aggregate 2015 Warrants
issued with the 2015 Notes were increased from 250,000 to
500,000.
On May 25, 2016, the Company entered into a
Securities Purchase Agreement (the “2016 Purchase
Agreement”) with two (2) individual accredited
investors (collectively the “2016
Purchasers”), pursuant to which the Company agreed to issue
to the 2016 Purchasers secured promissory notes in the aggregate
principal amount of $150,000 (the “2016 Note(s)”) and
warrants to purchase up to an aggregate amount of 150,000 shares of
the common stock, par value $0.001 per share, of the Company (the
“2016 Warrant(s)”). The 2016 Notes matured on the
earlier of the third (3rd) month anniversary date following the Closing
Date, as defined in the 2016 Note, or the third
(3rd) business day following the Company’s
receipt of funds exceeding one million dollars ($1,000,000) from an
equity or debt financing, not including the financing contemplated
under the 2016 Purchase Agreement. The 2016 Notes were to be
converted into units issued pursuant to the Company’s
contemplated private financing of up to $5,000,000, which did not
occur. The 2016 Notes are secured by the Company’s accounts
receivable and inventories held in the United States. The 2016
Warrants have an initial exercise price of $.80 per share, which
are subject to adjustment, and will be exercisable for a period of
five (5) years.
On August 25, 2016, the 2016 Notes matured and were not
repaid. Therefore the 2016 Notes were in default on
August 26, 2016.
On
January 5, 2017, the Board of Directors agreed to renegotiate the
terms of the 2015 Notes and 2016 Notes (collectively the
“Notes”) with the consent of the 2015 Purchasers and
2016 Purchasers (collectively the “Note Holders”) as
follows:
●
The
Note Holders agreed to waive the defaults and extend the Notes for
the earlier of six months or the receipt of a $3,000,000 investment
into the Company pursuant to a future private equity offering,
whichever occurs first (the “Extension”).
●
Upon the Company’s receipt of the first
$1,000,000 million invested (including the capital raised to date
in a prior private equity offering), the Note Holders will be
repaid one third (1/3rd)
of their principal investment.
●
Upon the Company’s receipt of
the second and third $1,000,000, respectively, the Note
Holders will be repaid one third (1/3rd)
of their principal investment on each $1,000,000
raised.
●
In
exchange for the Extension, the defaults, along with the 10%
monthly default payments on the 2015 Warrants and 2016 Warrants
(collectively the “Warrants”) will be eliminated as of
the date of this Report.
●
The
exercise price on the Warrants will be adjusted from $.80 to
$.50.
●
If
the Notes are not paid back in full on the six month extension
date, the Note Holders will each receive additional warrants equal
to 50% of their respective investments, exercisable at $.50, as a
penalty.
●
The
interest payments on the Notes will continue to accrue on the
remaining balance of the unpaid Notes.
●
The
Note Holders will have the option to convert their Notes to equity
either before or at the six month extension end date into units
offered in a future private equity offering of the Company, with
each unit consisting of a share of the Company’s common stock
and one-half warrant exercisable at .50 (the “Unit”),
and at a 25% discount to the then offered Unit price.
On
July 10, 2017, all Note Holders, with the exception of a single
individual Note Holder who holds two (2) Notes and has elected not
to waive default, agreed to further extend the repayment of the
Notes until July 31, 2017. No additional consideration is being
given by the Company for this extension by the consenting Note
Holders.
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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MEDITE
CANCER DIAGNOSTICS, INC.
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Date:
July 12, 2017
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By:
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/s/ David Patterson
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David
Patterson
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Chief
Executive Officer
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