UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 2, 2012
PLC Systems Inc.
(Exact Name of Registrant as Specified in Charter)
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Yukon Territory, Canada |
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1-11388 |
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04-3153858 |
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(State or other Jurisdiction of |
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(Commission File Number) |
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(IRS Employer |
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PLC Systems Inc. |
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01757 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: 508-541-8800
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. |
Entry into a Material Definitive Agreement. |
PLC Systems Inc., a Yukon Territory corporation (the “Company”), has entered into an Amendment and Waiver to Securities Purchase Agreement (the “Amendment and Waiver”) dated July 2, 2012 with GCP IV LLC (the “Investor”), which amends that certain Securities Purchase Agreement dated as of February 22, 2011 by and between the Company and the Investor (as amended by the Amendment and Waiver, the “Purchase Agreement”) and pursuant to which the Company has (i) issued and sold to the Investor, and the Investor has purchased from the Company, an aggregate of $1 million in principal amount (the “Debenture Amount”) of 5% Senior Secured Convertible Debentures of the Company (the “Debentures”), (ii) the Company has issued to the Investor warrants to purchase up to 10 million (subject to adjustment) shares of the Company’s common stock at an initial exercise price (subject to adjustment) of $0.15 per share (the “$.15 Warrants”), and (iii) the Company has issued to the Investor warrants to purchase up to 10 million (subject to adjustment) shares of the Company’s common stock at an initial exercise price (subject to adjustment) of $0.25 per share (the “.25 Warrants” and, together with the $.15 Warrants, the “Warrants”).
The Debentures bear interest at a rate of 5% per annum, payable quarterly, and mature on July 2, 2015. The Debentures provide that the Investor shall have the option at any time prior to the repayment of the Debenture Amount to convert any portion of the Debenture Amount outstanding into fully-paid and non-assessable restricted shares of common stock of the Company, at an initial conversion price of $0.10 per share. The Debentures include an adjustment clause providing that if the Company issues additional shares of common stock (or is deemed to issue shares of common stock upon the issuance of securities exercisable or convertible into shares of common stock) prior to the repayment of the Debenture Amount at a price per share less than the then effective conversion price of the Debentures, the conversion price will, subject to certain exceptions, be reduced to an amount equal to the price per share paid or payable for the common stock of the Company in such subsequent issuance or deemed subsequent issuance. The Debentures contain other adjustments to the conversion price based on other events, including, among other things, stock splits, combinations, dividends, rights offerings and mergers or sales of assets.
All obligations under the Debentures and the Purchase Agreement are secured by a security interest in all assets of the Company and its subsidiaries and all such obligations are guaranteed jointly and severally by the Company’s subsidiaries. The Debentures contain covenants restricting the Company and its subsidiaries from, among other things, incurring debt, granting liens, amending organizational documents, repurchasing or repaying other debt, paying cash dividends, and entering into transactions with affiliates. The Debentures include events of default, including, among other things, nonpayment of principal, interest, or fees, default under other debt or contractual obligations of the Company or any of its subsidiaries, bankruptcy and insolvency events, changes of control and sale of more than 40% of the Company’s assets, each of which events of default could result in the acceleration of the Debentures and foreclosure on the security interest securing the debentures. Following an event of default, the interest rate on the Debentures increases automatically to 16% per annum and, at the election of any holder of the Debentures, such Debentures may be accelerated and the Company is then required to repay the Debentures in full at a price equal to the greater of (i) 130% of the principal amount of the Debentures outstanding and (ii) an amount equal to a price based on the trading price of the common stock multiplied by the number of common shares into which the repaid principal amount is then convertible, plus, in each case, accrued interest.
The Debentures may be redeemed at the option of the Company only in connection with a change of control of the Company or other fundamental transaction of the Company and subject to the satisfaction of other conditions including, without limitation, that the shares issuable upon conversion of the Debentures are freely tradable and that there is no event of default. The redemption price is the greater of (i) 130% of the principal amount of Debentures redeemed and (ii) an amount equal to a price based on the trading price of the common stock multiplied by the number of common shares into which the redeemed principal amount is then convertible, plus, in each case, accrued interest.
The Warrants provide the Investor with the right to purchase fully-paid and non-assessable restricted shares of common stock of the Company. The term of the Warrants is five years and the Warrants may be exercised by cash payment or, if there is no effective registration statement registering the shares underlying the Warrants, through cashless exercise by the surrender of warrant shares having a value equal to the exercise price of the portion of the warrants being exercised. The Warrants include an adjustment clause providing that if the Company issues
additional shares of common stock (or is deemed to issue shares of common stock upon the issuance of securities exercisable or convertible into shares of common stock) prior to the expiration of the Warrants at a price per share less than the then effective exercise price of the Warrants, (i) the exercise price will, subject to certain exceptions, be reduced to an amount equal to the price per share paid or payable for the common stock of the Company in such subsequent issuance or deemed subsequent issuance, and (ii) the number of shares issuable under the Warrants shall be increased such that the aggregate exercise price for the shares underlying the Warrants, after taking into account the decrease in the exercise price, shall be equal to the aggregate exercise price prior to such adjustment. The Warrants contain other adjustments to the exercise price and number of warrant shares based on other events, including, among other things, stock splits, combinations, dividends, rights offerings and mergers or sales of assets.
The Warrants provide that the Warrants may be purchased at the option of the Company only in connection with a change of control of the Company that is an all cash transaction. The purchase price is 30% of the then effective exercise price of the Warrants multiplied by the number of common shares for which the Warrants are then exercisable.
The Company has issued the Debentures and the Warrants under the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 promulgated thereunder. The shares of common stock to be issued upon conversion of the Debentures and upon exercise of the Warrants will not, when issued, be registered under the Securities Act, or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. In connection with arranging this financing with the Investor, the Company is obligated to pay Natixis Bleichroeder, LLC $80,000.
The foregoing description of the transactions contemplated by the Amendment and Waiver does not purport to be a complete statement of the parties’ rights or obligations under the Amendment and Waiver, the Debentures, the Warrants and related documents and is qualified in its entirety by reference to the full text of the Amendment and Wavier, a copy of which is filed with this Current Report as Exhibit 10.1, and the form of Debenture and form of Warrant, copies of which were previously filed with the current report on Form 8-K dated February 22, 2011, all of which are incorporated by reference herein.
On July 2, 2012, the Company issued a press release announcing the signing of the Purchase Agreement. This press release is filed as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
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Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
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Item 3.02. |
Unregistered Sales of Equity Securities. |
The information provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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10.1 |
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Amendment and Waiver to Securities Purchase Agreement dated July 2, 2012 by and between the Registrant and GCP IV LLC |
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99.1 |
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Press Release issued July 2, 2012 |
Exhibit 10.1
AMENDMENT AND WAIVER
TO
SECURITIES PURCHASE AGREEMENT
This Amendment and Waiver (this “Amendment”), dated as of July 2, 2012, is made to the Securities Purchase Agreement, dated as of February 22, 2011 (the “Purchase Agreement”), between PLC Systems Inc., a Yukon Territory corporation (the “Company”) and GCP IV LLC (the “Holder”). The Holder is the “Purchaser” under the Purchase Agreement. Terms used as defined terms herein and not otherwise defined shall have the meanings provided therefor in the Purchase Agreement.
WHEREAS, Section 2.1(b) of the Purchase Agreement provides that, at the sole discretion of the Holder, the Company shall sell, and the Holder shall purchase, an aggregate of $1,000,000 of principal amount of Debentures at the Second Closing, irrespective of the Company meeting the Second Closing Corporate Milestones;
WHEREAS, the Company and the Holder wish to amend and waive certain terms and conditions of the Transaction Documents pursuant to the terms hereof;
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Holder agree as follows:
1. Waivers.
(a) Waiver of Notice Requirement for Second Closing. The Company hereby agrees to waive the 15 Trading Day notice requirement set forth in Section 2.1(b) of the Purchase Agreement.
(b) Waiver of Second Closing Corporate Milestones. The Holder hereby acknowledges that the Company has not met the Second Closing Corporate Milestones set forth in Section 2.3(b)(v) of the Purchase Agreement. As such, the Holder hereby expressly waives the requirement that the Company has met the Second Closing Corporate Milestones in order to consummate the Second Closing. The Second Closing shall occur on July 2, 2012.
(c) Waivers of Defaults. The Holder hereby acknowledges that since the First Closing the Company has failed to perform certain obligations under the Transaction Documents and that certain schedules to the Transaction Documents failed to set forth certain correct or necessary information, all as set forth on Schedule 1(c) attached hereto. As such, the Holder hereby expressly waives each default or Event of Default under any Transaction Document resulting from one or more of the failures set forth on Schedule 1(c).
2. Amendments to Purchase Agreement.
(a) Definition of Exempt Issuance. The Holder hereby confirms that the issuance of up to 2,500,000 shares of Common Stock to JFS Investments, Inc. and Garden State Securities, Inc. constitute an “Exempt Issuance” (as defined in the Purchase Agreement). As such, the definition of “Exempt Issuance” in the Purchase Agreement shall be amended to add the following clause (e):
“, and (e) the issuance of up to 2,500,000 shares of Common Stock, in the aggregate, to JFS Investments, Inc. and Garden State Securities, Inc.”
(b) Change in Address. The Company and the Holder agree that the address for notices and the principal place of business of the Company and PLC Medical Systems, Inc. changed on or about August 1, 2011 from 10 Forge Park, Franklin, Massachusetts 02038 to 459 Fortune Boulevard, Milford, Massachusetts 01757. As such all references in the Transaction Documents, including any schedule thereto, to 10 Forge Park, Franklin, Massachusetts 02038 shall be amended to refer instead to 459 Fortune Boulevard, Milford, Massachusetts 01757.
(c) Disclosure Schedules. The Company and the Holder agree that changes after the First Closing require the updating of the following disclosure schedules to the Transaction Documents (the “Updated Disclosure Schedules”):
Section 3.1(n) of the Disclosure Schedules
Section 3.1(s) of the Disclosure Schedules
Schedule A to the Security Agreement
Schedule J to the Security Agreement
Schedule 1 to the Subsidiary Guarantee
As such, the Company and the Holder agree that the Updated Disclosure Schedules are amended to read in their entirety as set forth in Schedule 2(e) attached hereto.
(d) Intellectual Property. Since the date of the Purchase Agreement the Company has filed two additional patents applications, as set forth on Schedule 2(f) (the “New Patents”). As such, Exhibit A to the Grant of Security Interest in Patents and Trademarks, dated as of February 22, 2011 (the “Grant”) shall be amended to include the New Patents. Any and all references to Patents in the Grant shall include the New Patents. Furthermore, any additional patents or patent applications applied for or acquired by the Company shall be automatically included as part of Exhibit A to the Grant and no further action shall need to be taken by either party.
(e) Form of Debenture. The Company and the Purchaser agree that the initial conversion price set forth in Section 4(b) of the Debentures issued in the Second Closing shall be $0.10. As such, footnote number 4 to the form of Debenture
attached as Exhibit A to the Purchase Agreement shall be amended to read as follows:
“For the Debentures issued in the First Closing and the Second Closing, Conversion Price is $0.10; For the Debentures issued in the Third Closing, the Conversion Price is the lesser of (i) $0.15 (subject to adjustment for forward and reverse stock splits and the like) and (ii) the average of the VWAPS for the 10 Trading Days immediately prior to the date of the Third Closing, but in no event less than $0.06 (subject to adjustment for forward and reverse stock splits and the like).”
(f) Additional Warrants. The Company and the Holder agree that, in addition to the Warrants to be issued by the Company at the Second Closing pursuant to Section 2.2(a)(iv) of the Purchase Agreement, the Company shall issue to the Holder Warrants, substantially in the form attached as Exhibit B to the Purchase Agreement, to purchase up to an additional 10,000,000 shares of Common Stock at an exercise price of $0.25 per share. As such, Section 2.2(a) of the Purchase Agreement shall be amended to add the following subsection (viii):
“(viii) as to the Second Closing, a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s Second Closing Subscription Amount divided by the Conversion Price of the Debentures issuable at such Closing, with an exercise price of $0.25 per share, subject to adjustment therein (the “Additional Second Closing Warrants” (such Warrant certificate may be delivered within three Trading Days of the Second Closing Date). For the avoidance of doubt, the term “Warrants” as used herein shall include the Additional Second Closing Warrants.”
3. Representations and Warranties of the Company. The Company hereby makes the representations and warranties set forth below to the Holder as of the date of this Amendment:
(a) Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into this Amendment and otherwise to carry out its obligations hereunder. The execution and delivery of this Amendment by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders in connection therewith. This Amendment has been duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating
to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
(b) Bring Down. The Company expressly reaffirms that each of the representations and warranties of the Company set forth in the Purchase Agreement (as supplemented or qualified by the disclosures in any disclosure schedule to Purchase Agreement, as updated through the date of this Amendment), continues to be true, accurate and complete in all material respects as of the date hereof, and except for any representation and warranty made as of a certain date, in which case such representation and warranty shall be true, accurate and complete as of such date, and the Company hereby remakes and incorporates herein by reference each such representation and warranty (as supplemented or qualified by the disclosures in any disclosure schedule to Purchase Agreement, as updated through the date of this Amendment) as though made on the date of this Amendment, except for any representation and warranty made as of a certain date, in which case such representation and warranty is remade as of such date.
4. Representations and Warranties of the Holder. The Holder hereby makes the representations and warranties set forth below to the Company as of the date of this Amendment:
(a) Bring Down. The Holder expressly reaffirms that each of the representations and warranties of the Holder set forth in the Purchase Agreement, continues to be true, accurate and complete in all material respects as of the date hereof, and except for any representation and warranty made as of a certain date, in which case such representation and warranty shall be true, accurate and complete as of such date, and the Holder hereby remakes and incorporates herein by reference each such representation and warranty as though made on the date of this Amendment, except for any representation and warranty made as of a certain date, in which case such representation and warranty is remade as of such date.
(b) Status as Purchaser. The Holder was the Purchaser at the First Closing, and has not assigned, transferred or encumbered any of its rights under the Purchase Agreement or any of the Securities.
5. Fees and Expenses. At the Second Closing, the Company agrees to reimburse Genesis Capital Advisors LLC $5,000 for its legal fees and expenses in connection herewith. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expenses of its advisors, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Amendment.
6. Public Disclosure. On or before 9:30 am (New York City time) on the first Trading Day immediately following the date hereof, the Company shall file a Current
Report on Form 8-K, reasonably acceptable to the Holder disclosing the material terms of the transactions contemplated hereby and attaching this Amendment as an exhibit thereto.
7. Reference to the Purchase Agreement. On and after the date hereof, each reference to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import shall mean and be a reference to the Purchase Agreement as amended hereby. No reference to this Amendment need be made in any instrument or document at any time referring to the Purchase Agreement, a reference to the Purchase Agreement in any such instrument or document to be deemed to be a reference to the Purchase Agreement as amended hereby.
8. Effect on Transaction Documents. Except as expressly set forth above, all of the terms and conditions of the Purchase Agreement and the Transaction Documents shall continue in full force and effect after the execution of this Amendment and shall not be in any way changed, modified or superseded by the terms set forth herein. Notwithstanding the foregoing, this Amendment shall be deemed for all purposes as an amendment to the Purchase Agreement as required to serve the purposes hereof, and in the event of any conflict between the terms and provisions of the Purchase Agreement, on the one hand, and the terms and provisions of this Amendment, on the other hand, the terms and provisions of this Amendment shall prevail.
9. Amendments and Waivers. The provisions of this Amendment can be amended or waived in the manner permitted under the Purchase Agreement.
10. Execution. This Amendment may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.
11. Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Amendment shall be determined pursuant to the Governing Law provision of the Purchase Agreement.
12. Entire Agreement. This Amendment contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into this Amendment.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized signatories as of the date first indicated above.
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PLC SYSTEMS INC. | ||
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By: |
/s/ GREGORY W. MANN | |
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Name: Gregory W. Mann | |
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Title: Chief Financial Officer | |
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Agreed to and Accepted: |
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PLC MEDICAL SYSTEMS INC. |
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By: |
/s/ GREGORY MANN |
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Name: Gregory Mann |
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Title: Vice President |
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PLC SYSTEMAS MEDICOS INTERNACIONAIS |
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(DEUTSCHLAND) GMBH |
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By: |
/s/ VINCENT PUGLISI |
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Name: Vincent Puglisi |
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Title: Managing Director |
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[SIGNATURE PAGE OF HOLDER FOLLOWS]
[SIGNATURE PAGE OF HOLDERS TO PLCSF AMENDMENT]
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Name of Holder: |
GCP IV LLC |
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Signature of Authorized Signatory of Holder: |
/s/ ETHAN BENOVITZ |
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Name of Authorized Signatory: |
Ethan Benovitz |
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Title of Authorized Signatory: |
Managing Member of Manager |
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Schedule 1(c)
Existing Defaults
1. The Company and its Subsidiaries (collectively, the “Debtors”) may have failed to give timely notice to the Holder and the Agent under the Security Agreement of the relocation of the principal place of business of the Company and PLC Medical Systems, Inc. (and books, records and other Collateral located there) on or about August 1, 2011 from 10 Forge Park, Franklin, Massachusetts 02038 (the “Old Office”) to 459 Fortune Boulevard, Milford, Massachusetts 01757 (the “New Office”).
2. From on or about August 1, 2011 through the date of this Amendment, Schedule A to the Security Agreement incorrectly identified the Old Office instead of the New Office as the principal place of business (and location of books, records and other Collateral) of the Company and PLC Medical Systems, Inc. and failed to indicate that the New Office was not owned by the Company or any of its Subsidiaries.
3. From June 7, 2011 through the date of this Amendment, Schedule J to the Security Agreement failed to include a reference to the Indenture of Lease dated June 7, 2011 between Milford Spec Realty, LLC and PLC Medical Systems, Inc., the lease for the New Office (the “New Lease”). The Lien under the Security Agreement therefore applies to the New Lease and constitutes a default under the New Lease.
4. Since the First Closing, the Company has timely filed all annual reports on Form 10-K, all quarterly reports on Form 10-Q and its Definitive Proxy Statements. The Company was late in filing its Form 8-K reports announcing the results of its annual stockholders meetings in 2011 and 2012.
5. The Debtors failed to record (i) with the USPTO the security interest under the Security Agreement in patent application 13/134,398 filed June 6, 2011 and (ii) with the European Patent Office the security interest under the Security Agreement in patent application 10736124.8 filed July 28, 2011 (such patent applications and underlying Intellectual Property, collectively, the “New Intellectual Property”). The Debtors also failed to give the Agent under the Security Agreement notice of the creation or acquisition of the New Intellectual Property.
Disclosure Schedule 3.1(n)
Pursuant to the terms of an External Manufacturing Agreement dated June 4, 2010 by and between PLC Medical System, Inc. (“PLC Medical”) and Cogmedix, Inc. (“Cogmedix”), as security for amounts due to Cogmedix for services rendered to PLC Medical, PLC Medical has granted Cogmedix a security interest in and to and a lien on all of PLC Medical’s property that may be in the possession of Cogmedix.
Liens of banks in deposit accounts of the Company and the Subsidiaries.
Pursuant to the terms of that certain Industrial Lease dated June 7, 2011 by and between PLC Medical and Milford Spec Realty LLC (“Landlord”), PLC Medical has deposited $4,425 with Landlord as a security deposit.
Disclosure Schedule 3.1(s)
Pursuant to an agreement dated January 19, 2010, the Company has paid Natixis Bleichroeder, LLC (“Natixis”) $50,000 and is obligated to pay Natixis an additional $270,000 at the First Closing as a fee for their services in connection with arranging this financing by the Purchasers. The terms of the agreement also provide that the Company may have further financial obligations to Natixis, including the payment of transaction fees to Natixis equal to 8% of the gross amount of funds (if any) paid by the Purchasers to the Company at the Second Closing and Third Closing.
Schedule A
Principal Place of Business of Debtors:
PLC Systems Inc.: 459 Fortune Boulevard, Milford, Massachusetts (not owned)
PLC Medical Systems, Inc.: 459 Fortune Boulevard, Milford, Massachusetts (not owned)
PLC Systemas Medicos Internacionais (Deutschland) GmbH: Borsteler Chaussee 55, D-22453 Hamburg, Germany (not owned)
Locations Where Collateral is Located or Stored:
459 Fortune Boulevard, Milford, Massachusetts
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Name |
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Address |
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City |
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State |
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Contents |
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Phase 2 Medical Manufacturing, Inc. |
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88 Airport Drive |
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Rochester |
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NH |
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Misc. plastic parts to build to RG sets |
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Cogmedix |
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70 Hartwell St. |
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W. Boylston |
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MA |
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Misc. plastic parts to build to RG consoles |
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York Imperial Plastics |
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718 Country Road |
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York |
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PA |
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MD00039 & 40 Plastic enclosure molds |
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Axle International BV |
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Nieuwe Uitleg 28 |
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S-Gravenhage |
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Netherland (The Hague) |
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RG Console S/N 6005 & 6011 |
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Cardiocentro Ticino (Care of Salipharm GmbH) |
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Via Tesserete 48 |
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Lugano |
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Switzerland |
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RG Console S/N 6007 |
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London Chest Hospital |
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Bonner Road |
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London |
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England |
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RG Console S/N 6008 & 6009 |
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PLC Systemas Medicos Internacionais (Deutschland) GmbH |
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Borsteler Chaussee 55 |
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Hamburg |
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Germany |
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IZASA, SA |
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Aragoneses 15 |
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Madrid |
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Spain |
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RG Console S/N 6010 |
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Endovascular-Dispositivos Médicos |
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LDA, Praceta Ferreira de Mira, 1 A/B, 2820-273 |
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Charneca de Caparica |
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Portugal |
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RG Console S/N 6012 |
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Hsin Tung Medical China / Taiwan Distributor |
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Building 205-217 Jinshang Rd. |
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Xramen |
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China |
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RG consoles S/N 6013 & 6014 |
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Centro Cardioloico Monzino (Care of |
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University of Milan |
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Milan |
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Italy |
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RG Consoles S/N 6024, 6025, 6026 |
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Name |
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Address |
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City |
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State |
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Contents |
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Artech) |
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PLC Medical Systems, Inc. |
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459 Fortune Blvd. |
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Milford, MA |
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USA |
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RG Consoles S/N 6073, 6200, 6202, 6203, 6214, 6218, 6219, 6221, 6222, 6223, 6224, 6225, 6226, 6227, 6242 |
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Yokohama Sakae Kyosai Hospital |
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132 Katsura-cho |
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Yokohama |
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Japan |
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RG Console S/N 6208 |
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New Zealand Medical & Scientific |
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2A Fisher Crescent |
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Auckland |
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New Zealand |
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RG Console S/N 6081 |
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Australasian Medical & Scientific Limited |
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19-21 Gibbes St |
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Chatswood |
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Australia |
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RG Console S/N 6086 |
Schedule J
External Manufacturing Agreement dated June 4, 2010 by and between PLC Medical System, Inc. and Cogmedix, Inc.
Lease dated June 19, 1996 by and between CRP-2 Forge, LLC and PLC Medical Systems, Inc., as amended by that certain Amendment to Lease dated June 20, 2001, as further amended by that certain Second Amendment to Lease dated as of October 1, 2004, as further amended by that certain Third Amendment to Lease dated May 22, 2009
Asset Purchase Agreement dated November 5, 2010 by and among Novadaq Corp., PLC Systems Inc., PLC Medical Systems, Inc., PLC Sistemas Medicos Internacionais (Deutschland) GmbH and, solely for the purpose of Section12.20 thereto, Novadaq Technologies Inc.
Transition Services Agreement dated February 1, 2011 by and among Novadaq Corp., PLC Systems Inc., PLC Medical Systems, Inc. and PLC Sistemas Medicos Internacionais (Deutschland) GmbH
Industrial Lease dated June 7, 2011 by and between Milford Spec Realty, LLC and PLC Medical Systems, Inc.
SCHEDULE 1
GUARANTORS
The following are the names, notice addresses and jurisdiction of organization of each Guarantor.
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COMPANY |
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JURISDICTION OF |
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OWNED BY |
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INCORPORATION |
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PERCENTAGE |
|
|
|
|
|
|
|
|
|
PLC MEDICAL SYSTEMS INC. |
|
DELAWARE |
|
100 |
% |
|
|
|
|
|
|
|
|
PLC SYSTEMAS MEDICOS |
|
Germany |
|
100 |
% |
c/o PLC Systems Inc.
459 Fortune Boulevard
Milford, MA 01757
Attention: Chief Executive Officer and Chief Financial Officer
With a copy to (which shall not constitute notice):
Neil H. Aronson
Gennari Aronson, LLP
250 First Avenue
Needham, MA 02494
Schedule 2(f)
New Intellectual Property
US Patents Applications Pending:
|
Serial |
|
Title |
|
Filing Date |
|
|
13/134,398 |
|
Patient Hydration Method to prevent renal damage from any toxin |
|
6/6/11 |
|
European Patent Applications Pending:
|
Serial |
|
Title |
|
Filing Date |
|
|
10736124.8 |
|
Fluid Replacement Device- user interface and additional scale |
|
7/28/11 |
|
Exhibit 99.1
|
FOR IMMEDIATE RELEASE |
|
Contact: Mary T. Conway |
|
|
|
508-520-2545 |
|
|
|
mconway@plcmed.com |
PLC SYSTEMS SECURES ADDITIONAL FINANCING FOR US CLINICAL TRIALS AND GENERAL WORKING CAPITAL
MILFORD, Mass., July 2, 2012 — PLC Systems Inc. (OTCBB: PLCSF), a company focused on innovative medical device technologies, today announced that it has completed an additional round of financing with an affiliate of Genesis Capital Advisors LLC. These funds will enable PLC to continue its U.S. clinical trials for its RenalGuard® program, as well as continue to expand its distribution of RenalGuard internationally.
PLC has received $1 million of the additional funding, and anticipates securing two additional payments of $500,000 each over the next six months through the sale of Senior Secured Convertible Notes and Warrants. The Senior Secured Convertible Notes contain the same conversion terms and the Warrants contain the same exercise prices as those provided in the initial $4 million financing in February 2011. Under the financing agreement, PLC has issued Genesis 5% Senior Secured Convertible Notes that mature three years from date of issuance, Warrants offering 100% coverage that can be exercised within five years from issuance and additional Warrants to purchase up to an additional 10,000,000 shares of common stock at an exercise price of $.25 per share. This funding is in addition to Genesis’ original $4 million financing in February 2011 and includes monies that had been available to PLC based upon meeting certain operational milestones, or at the investor’s discretion.
Mark R. Tauscher, president and chief executive officer of PLC Systems Inc., stated, “We greatly appreciate the vote of confidence from Genesis in providing this additional funding, which will enable us to make more concerted progress both with our U.S. clinical trial as well as in seeking to generate more substantial sales internationally with our expanded network of distributors. All the scientific data we have seen thus far, from investigator-sponsored clinical trials and other industry data, convince us that RenalGuard addresses a significant currently unmet need to reduce the risk of contrast induced nephropathy (CIN) among at-risk patients undergoing cardiac catheterization and similar procedures. . Making substantial headway with our U.S. clinical trial is a primary goal for PLC, since our ability to demonstrate RenalGuard’s efficacy in combating contrast-induced nephropathy (CIN) in the U.S. is essential to enabling the product to reach the large U.S. market. We are delighted with today’s news, and look forward to sharing our progress as we move ahead.”
Ethan Benovitz, Managing Member of Genesis, said, “We, too, are convinced that PLC’s RenalGuard brings a dramatically new and easy technology to bear on an important medical need — one where the patient base is growing continually. We have fully assessed both the market and the technology, and we’re very pleased to have the opportunity to help bring this important and potentially life-saving solution to more doctors and patients around the world. We increased our investment in PLC at this time in light of the company’s significant progress since our original investment more than a year ago.”
RenalGuard, PLC’s proprietary product, is currently being marketed in the European Union and additional countries around the world. Two independent investigator-sponsored clinical trials of RenalGuard’s safety and efficacy in reducing the rate of CIN in at-risk patients, compared with conventional alternatives, have been conducted and demonstrated in Europe with significant reductions in the rates of CIN being shown in the RenalGuard treatment groups; other investigator-sponsored studies are underway assessing longer-term efficacy rates and other aspects.
About PLC Systems Inc.
PLC Systems Inc., headquartered in Milford, Mass., is a medical device company focused on innovative technologies for the cardiac and vascular markets. PLC’s newest product, RenalGuard, has been developed to help prevent the onset of Contrast-Induced Nephropathy (CIN) in at-risk patients undergoing certain cardiac and vascular imaging procedures. The Product is CE-marked and is being marketed in Europe and selected countries around the world. Two investigator-sponsored European studies have demonstrated RenalGuard’s effectiveness at preventing CIN. RenalGuard is being studied in a pivotal trial in the U.S., as required for approval by FDA.
This press release contains “forward-looking” statements. For this purpose, any statements contained in this press release that relate to prospective events or developments are deemed to be forward-looking statements. Words such as “believes,” “anticipates,” “plans,” “expects,” “will” and similar expressions are intended to identify forward-looking statements. Our statements of our objectives are also forward-looking statements. While we may elect to update forward-looking statements in the future, we specifically disclaim any obligation to do so, even if our estimates change, and you should not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this press release. Actual results could differ materially from those indicated by such forward-looking statements as a result of a variety of important factors, including that we may not receive necessary regulatory approvals to market our RenalGuard product or that such approvals may be withdrawn, the U.S. clinical trial for RenalGuard may not be completed in a timely fashion, if at all, or, if this clinical trial is completed, it may not produce clinically significant or meaningful results, the RenalGuard product may not be commercially accepted, operational changes, the need for additional financing, competitive developments may affect the market for our products, regulatory approval requirements may affect the market for our products, and additional risk factors described in the “Forward Looking Statements” section of our Annual Report on Form 10-K for the year ended December 31, 2011, a copy of which is on file with the SEC.
PLC Systems, PLC Medical Systems, PLC, RenalGuard and RenalGuard System are trademarks of PLC Systems Inc.
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