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
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Date of Report (Date of Earliest Event Reported): |
May 5, 2016 |
Tiger X Medical, Inc.
(Exact name of registrant as specified in its charter)
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Delaware of incorporation) |
0-21419 File Number) |
23-2753988 Identification No.) |
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2934½ Beverly Glen Circle, Suite 203, Los Angeles, California |
90077 |
Registrant's telephone number, including area code: 310-987-7345
Not Applicable
Former name or former address, if changed since last report
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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:
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))
Section 1 - Registrant's Business and Operations Item 1.01. Entry into a Material Definitive Agreement.
On May 5, 2016, Tiger X Medical, Inc. (the "Company") entered into a Royalty Settlement and Release Agreement ("Agreement") with Tiger X Medical, LLC, a wholly owned subsidiary of the Company ("Tiger LLC" and together with the Company, the "Sellers"), and Arthrex, Inc. (the "Buyer") pursuant to which the Buyer agreed to pay the Company $5,642,302 on June 30, 2016 as a royalty payment ("Royalty Payment") in full satisfaction of all amounts due or payable or which could become due or payable to the Company under a previously disclosed Asset Purchase Agreement ("APA"), dated January 24, 2011, by and among the Sellers and Buyer. Pursuant to the Agreement, all obligations and liabilities relating to the APA were unconditionally and irrevocably terminated and released except for the Royalty Payment. The Sellers and Buyer each unconditionally and irrevocably released and covenanted not to bring any suit, claim or proceeding against the other party. As of May 5, 2016, the Buyer and Seller agreed they would no longer be entitled to exercise any rights or interest relating to the APA, except for certain surviving provisions of the APA.
The description of the Agreement is qualified in its entirety by reference to the copy of such agreement filed as Exhibit 10.1 to this report, which is incorporated herein by reference.
Item 1.02. Termination of a Material Definitive Agreement.
The information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 1.02.
Section 5 - Corporate Governance and Management
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Item 5.01. |
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Changes in Control of Registrant. |
On May 10, 2016, Frost Gamma Investments Trust ("FGIT") acquired an aggregate of 114,937,148 shares of Company common stock ("Shares"), for investment purposes, in a private securities purchase transaction with certain selling stockholders pursuant to a Securities Purchase Agreement ("SPA"), dated May 10, 2016, among the selling stockholders, FGIT and Andrew Brooks, as representative. FGIT paid an aggregate of $11,493,714.80, or $0.10 per share, for the Shares and used its working capital as the source of funds for the acquisition (the "Share Acquisition"). Dr. Phillip Frost is the trustee and Frost Gamma Limited Partnership is the sole and exclusive beneficiary of FGIT. Dr. Frost is one of two limited partners of Frost Gamma Limited Partnership. The general partner of Frost Gamma Limited Partnership is Frost Gamma, Inc. and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is also the sole shareholder of Frost-Nevada Corporation.
Following the Share Acquisition, FGIT beneficially owns an aggregate of 149,734,604 shares of the Company's common stock or 65.0% of the Company's common stock based on 230,293,141 shares of common stock outstanding as of May 3, 2016.
The information set forth in Item 5.02 below in this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
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Item 5.02. |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
In connection with the Share Acquisition, Andrew A. Brooks voluntarily resigned as the Company's Chairman of the Board of Director (the "Board"), Chief Executive Officer, Interim Chief Financial Officer and any other positions with the Company or Tiger X Medical, LLC, effective May 10, 2016. In addition, in connection with the Share Acquisition, each of Jonathan Brooks, Thomas H. Morgan and Ronald N. Richards voluntarily resigned as directors of the Company and from all positions as officers, directors, or managers, as applicable, with the Company or Tiger X Medical, LLC, effective May 10, 2016. The resignations were not as a result of any disagreements with the Company.
Steven D. Rubin, Stephen Liu, and Subbarao Uppaluri will continue to serve as directors of the Company.
On May 10, 2016, the Board appointed Steven Rubin as the Company's Interim Chief Executive Officer ("Interim CEO") and Interim Chief Financial Officer ("Interim CFO"), effective immediately.
Mr. Rubin, 55, has served as a director of Tiger X Medical, Inc. since September 2008. Mr. Rubin has served as Executive Vice President - Administration of Opko Health, Inc. ("OPKO") since May 2007 and as a director of OPKO since February 2007. Additionally, Mr. Rubin currently serves on the board of directors of SciVac Therapeutics, Inc. (OTCBB: SVACF), a commercial-stage biopharmaceutical which develops, produces and markets biological products for human healthcare in Israel, IDI, Inc. (NYSE MKT: IDI), an information solutions provider focused on the data-fusion market, Kidville, Inc. (OTCBB:KVIL), which operates large, upscale facilities, catering to newborns through five-year-old children and their families and offers a wide range of developmental classes for newborns to five-year-olds, Non-Invasive Monitoring Systems, Inc. (OTCBB:NIMU), a medical device company, Cocrystal Pharma, Inc. (OTCBB: COCP), formerly Biozone Pharmaceuticals, Inc., a publicly traded biotechnology company developing new treatments for viral diseases, Sevion Therapeutics, Inc. (OTCBB:SVON), a clinical stage company which discovers and develops next-generation biologics for the treatment of cancer and immunological diseases, Castle Brands, Inc. (NYSE MKT:ROX), a developer and marketer of premium brand spirits, and Neovasc, Inc. (TSXV:NVC), a company developing and marketing medical specialty vascular devices. Mr. Rubin previously served as a director of Dreams, Inc. (NYSE MKT: DRJ), a vertically integrated sports licensing and products company, Safestitch Medical, Inc. prior to its merger with TransEnterix, Inc., and PROLOR Biotech, Inc., prior to its acquisition by the OPKO in August 2013. Mr. Rubin served as the Senior Vice President, General Counsel and Secretary of IVAX from August 2001 until September 2006.
The Company does not anticipate entering into a new employment agreement with Mr. Rubin.
Since Mr. Rubin is no longer considered an independent director, effective as of May 10, 2016, he temporarily resigned from his positions as a member of the Company's Audit Committee, Compensation Committee and Nominating Committee during the time he serves as Interim CEO and Interim CFO. Stephen Liu was subsequently appointed to serve in Mr. Rubin's place on the Audit Committee, Compensation Committee and Nominating Committee while Mr. Rubin serves as Interim CEO and Interim CFO.
Section 9 - Financial Statements and Exhibits
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Item 9.01. |
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Financial Statements and Exhibits. |
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Exhibit No. |
Exhibit Description |
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10.1 |
Royalty Settlement and Release Agreement, dated May 5, 2016, by and among Tiger X Medical, Inc., Tiger X Medical, LLC and Arthrex, Inc. |
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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May 11, 2016 |
Tiger X Medical, Inc.
By: /s/ Steven Rubin |
Exhibit Index
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Exhibit No. |
Exhibit Description |
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10.1 |
Royalty Settlement and Release Agreement, dated May 5, 2016, by and among Tiger X Medical, Inc., Tiger X Medical, LLC and Arthrex, Inc. |
Exhibit 10.1
ROYALTY SETTLEMENT AND RELEASE AGREEMENT
THIS ROYALTY SETTLEMENT AND RELEASE AGREEMENT (this "Agreement") is entered into as of the 5th day of May, 2016 (the "Effective Date") by and among Tiger X Medical, Inc. (f/k/a/ Cardo Medical, Inc.) ("Tiger X Medical"), Tiger X Medical, LLC (f/k/a Cardo Medical, LLC) (together with Tiger X Medical, "Sellers" and each a "Seller") and Arthrex, Inc. ("Buyer"). Reference is hereby made to that certain Asset Purchase Agreement, dated as of January 24, 2011, by and among Sellers and Buyer, as amended (the "APA"). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the APA.
On June 30, 2016, Buyer hereby irrevocably agrees to pay, and Tiger X Medical hereby irrevocably agrees to accept, an amount equal to Five Million Six Hundred Forty-Two Thousand Three Hundred and Two Dollars ($5,642,302) (the "Royalty Payment") payable in immediately available funds to the account specified on Exhibit A in full satisfaction of all amounts due or payable or which could become due or payable to Tiger X Medical under or with respect to the APA, whether before, on or after the date hereof.
Sellers hereby acknowledge and agree that, effective immediately upon the Effective Date, any and all of Buyer's obligations and liabilities under, with respect to, in connection with or otherwise arising out of or relating to the APA (including (without limitation), for the avoidance of doubt, all such obligations and liabilities relating to the Royalty) are unconditionally and irrevocably terminated and released, except for the obligation to pay the Royalty Payment. Sellers hereby acknowledge and agree that from and after the Effective Date, they shall no longer be entitled to exercise any rights or interests or take any actions under, with respect to, in connection with or otherwise arising out of or relating to the APA, except pursuant to Section 6.12 thereof and the first sentence of Section 6.1 thereof, each of which expressly survives the Effective Date and payment of the Royalty Payment.
Buyer hereby acknowledges and agrees that, effective immediately upon the Effective Date, any and all obligations and liabilities of each Seller under, with respect to, in connection with or otherwise arising out of or relating to the APA (including (without limitation), for the avoidance of doubt, all such obligations and liabilities relating to the Royalty) are unconditionally and irrevocably terminated and released, except for the right to receive Royalty Payment. Buyer hereby acknowledges and agrees that from and after the Effective Date, Buyer shall no longer be entitled to exercise any rights or interests or take any actions under, with respect to, in connection with or otherwise arising out of or relating to the APA, except pursuant to Section 6.12 thereof and the first sentence of Section 6.1 thereof, each of which expressly survives the Effective Date and payment of the Royalty Payment.
In consideration of the agreements made herein, to the fullest extent permitted by Law, Sellers and each of their respective Affiliates, and their respective successors, assigns and heirs, hereby unconditionally and irrevocably release, and covenant not to bring any suit, claim or proceeding against, Buyer or any of its officers, directors, employees and agents or any of their Affiliates, whether known or unknown, whether fixed or contingent and whether based on tort, contract, statute or ordinance, breach of contract or covenant, misrepresentation, fraud or other tortious conduct or wrongful conduct, which the Sellers and their Affiliates or any such successors, assigns or heirs may have, have ever had, or hereafter can or may have against Buyer or any of its officers, directors, employees and agents or any of their Affiliates with respect to, based upon or arising under the APA, except any suits, claims or proceedings pursuant to Section 6.12 of the APA or the first sentence of Section 6.1 of the APA, and except, for the avoidance of doubt, any suits, claims or proceedings pursuant to this Agreement.
In consideration of the agreements made herein, to the fullest extent permitted by Law, Buyer and its Affiliates, and their respective successors, assigns and heirs, hereby unconditionally and irrevocably release, and covenant not to bring any suit, claim or proceeding against, either Seller or any of their respective officers, directors, employees and agents or any of their Affiliates, whether known or unknown, whether fixed or contingent and whether based on tort, contract, statute or ordinance, breach of contract or covenant, misrepresentation, fraud or other tortious conduct or wrongful conduct, which Buyer and its Affiliates or any such successors, assigns or heirs may have, have ever had, or hereafter can or may have against either Seller or any of their respective officers, directors, employees and agents or any of their Affiliates with respect to, based upon or arising under the APA, except any suits, claims or proceedings pursuant to Section 6.12 of the APA or the first sentence of Section 6.1 of the APA, and except, for the avoidance of doubt, any suits, claims or proceedings pursuant to this Agreement.
Each party hereto represents and warrants that (a) it is duly incorporated or organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) it has all requisite corporate or other organizational power and authority to execute and deliver this Agreement and to carry out its obligations under this Agreement, (c) the execution and delivery of this Agreement, and the performance of its obligations hereunder, have been duly authorized by all requisite corporate or other organizational action, and (d) this Agreement has been duly executed and delivered by it and constitutes (assuming due authorization, execution and delivery by the other parties hereto) the legal, valid and binding obligation of such party, enforceable against it in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors' rights generally and general equitable principles.
Each Seller hereby represents and warrants that it has not directly or indirectly assigned, hypothecated, pledged or otherwise transferred its rights under the APA, including (without limitation) its rights related to the Royalty.
The provisions of Sections 10.1, 10.2, 10.3, 10.4, 10.5, 10.6, 10.7, 10.8, 10.9, 10.10 and 10.12 of the APA shall apply to this Agreement, mutatis mutandis, and are incorporated herein by reference with binding effect among the parties hereto in respect of this Agreement as if fully set forth herein.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the date first above written.
Tiger X Medical, Inc.
By:_/s/ Andrew Brooks
Name: Andrew Brooks, M.D.
Title: CEO
Tiger X Medical, LLC
By:_/s/ Andrew Brooks
Name: Andrew Brooks, M.D.
Title: CEO
Arthrex, Inc.
By:_/s/ John W. Schmieding
Name: John W. Schmieding
Title: VP General Counsel