8-K

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)     November 30, 2018

MEDITE CANCER DIAGNOSTICS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

333-143570	36-4296006
(Commission File Number)	(IRS Employer Identification No.)

10524 Moss Park Rd., Ste. 204-357
Orlando, FL	32832
(Address of Principal Executive Offices)	(Zip Code)

(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 Definitive Material Agreement.

On November 30, 2018, the Company entered into a Third Amendment to Forbearance Agreement with GPB DEBT HOLDING II, LLC (“Lender”), whereby the Lender agreed to forbear its exercise of registration rights pursuant to Section 4.9 of the Securities Purchase Agreement dated September 26, 2017 (“SPA”), until January 31, 2019.

Item 5.02    Departure of Directors or Principal Officers, Election of Directors, Appointment of Principal Officers.

On November 30, 2018, the Board of Directors (the “Board”) of MEDITE Cancer Diagnostics, Inc. (the “Company”) accepted the resignation of Stephen Von Rump as Chief Strategy Officer of the Company, effective immediately.

Item 9.01    Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
10.1	Form of Third Amendment to Forbearance Agreement
99.1	Resignation Letter of Stephen Von Rump

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.

	MEDITE CANCER DIAGNOSTICS, INC.
Date: December 6, 2018	By:	/s/ Elmar A. Dave
		Elmar A. Dave
		Chief Executive Officer

EX-10.1

EXHIBIT 10.1

Form of Third Amendment to Forbearance Agreement

THIRD AMENDMENT TO FORBEARANCE AGREEMENT

This THIRD AMENDMENT TO FORBEARANCE AGREEMENT (this “Amendment”) is entered into as of November 30, 2018, by and among MEDITE Cancer Diagnostics, Inc., a Delaware corporation (“Borrower”), and GPB Debt Holdings II LLC, a Delaware limited liability company (“Lender”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Transaction Documents (as hereinafter defined).

RECITALS

A. On February 4, 2018, MEDITE Cancer Diagnostics, Inc. (the “Company” or “Borrower”) entered into a Forbearance Agreement (the “Agreement”) with GPB Debt Holdings II LLC (“Lender”) whereby the Lender agreed to forbear exercising its remedies in connection with certain defaults of the Company pursuant to (i) a Senior Secured Convertible Note in the favor of Lender in original principal balance of $5,356,400 (“Note”); and (ii) a certain Security Agreement (“Security Agreement”), dated September 26, 2017. Additionally, Borrower and Lender are parties to a certain Guarantee Agreement, dated September 26, 2017 (“Guarantee Agreement”), whereby Medite Enterprises, Inc., Medite GMBH, Medite Lab Solutions, Inc. and Cytoglobe GMBH guaranteed all of Borrower’s obligations arising under, among other things, the Note.

B. On June 29, 2018, the Company entered into a First Amendment to Forbearance Agreement whereby Lender agreed to forbear its exercise of registration rights pursuant to Section 4.9 of the Securities Purchase Agreement dated September 26, 2017 (“SPA”), andwith respect to the maintenance of the required interest reserve account pursuant to Section 4.14 of the SPA, until September 30, 2018.

C. On September 25, 2018, the Company entered into a Second Amendment to Forbearance Agreement whereby Lender agreed to forbear its exercise of registration rights pursuant to Section 4.9 of the Securities Purchase Agreement dated September 26, 2017 (“SPA”), until November 30, 2018.

D. Borrower and Lender desire to further amend the Agreement to extend the time Lender shall forbear its exercise of registration rights pursuant to Section 4.9 of the SPA until January 31, 2019.

AGREEMENT

1. Section 3(b) of the Agreement is hereby amended to extend the Lender’s forbearance of its exercise of registration rights pursuant to Section 4.9 of the SPA until January 31, 2019.

2. Except as set forth herein, all other terms of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.

 

BORROWER:

MEDITE CANCER DIAGNOSTICS, INC.,

By:       /s/ Elmar A. Dave

Name:  Elmar A. Dave

Title:    Chief Executive Officer

 

LENDER:

GPB DEBT HOLDINGS II LLC, as Lender

By:       /s/ Evan Myrianthopoulos

Name:  Evan Myrianthopoulos

Title:    Managing Partner

EX-99.1

EXHIBIT 99.1

Resignation Letter of Stephen Von Rump

November 30, 2018

Austin Lewis

Chairman of the Board

MEDITE Cancer Diagnostics, Inc.

Dear Austin,

I respectfully submit my resignation as CSO of MEDITE Cancer Diagnostics, Inc., effective today.

Regards,

/s/ Stephen Von Rump