IslandTrader
9 years ago
Excellent News Today!!! See attached 8k
Current Report Filing (8-k)
Date : 09/09/2015 @ 11:18AM
Source : Edgar (US Regulatory)
Stock : Medite Cancer Diagnostics, Inc. (MDIT)
Quote : 1.0795 0.0 (0.00%) @ 11:55AM
Current Report Filing (8-k)
Print
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) September 4, 2015
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.)
4203 SW 34th St.
Orlando, FL 32811
(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 3.02 Unregistered Sales of Equity Securities
On September 4, 2015, MEDITE Cancer Diagnostics, Inc., a Delaware corporation (the "Company") issued 1,086,250 shares of the Company’s common stock, par value $0.001, to Dr. Zhongxi Zheng, Chief Executive Officer of UNIC Technologies, Inc. (Beijing, China), and Chairman of UNIC Medical, Inc. (Shanghai, China), a wholly owned subsidiary of UNIC Technologies, Inc., at a per share purchase price of $1.60 per share, for a total value of $1,738,000 to the Company. Dr. Zheng is not a citizen of the United States, and the unregistered securities, therefore, were offered and sold to Dr. Zheng in accordance with an exemption from registration pursuant to Regulation S of the Securities Act of 1933. The shares did not involve the use of an underwriter and were offered directly through the officers and directors of the Company. No compensation was paid to any third party, officer or director in connection with this transaction.
Item 9.01 Financial Statements and Exhibits.
Exhibit 99.1. Press Release
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: September 9, 2015 By: /s/ Michaela Ott
Michaela Ott
Chief Executive Officer
2
EXHIBIT 99.1
Press Release
Investment by UNIC Technologies CEO Dr. Zhongxi Zheng for
5.06% of MEDITE Cancer Diagnostics, Inc. Highlights Digital Cancer Diagnostic Strategy
Orlando, FL., September 9, 2015 - MEDITE Cancer Diagnostics, Inc., (OTC/QB: MDIT) specializing in the development, manufacturing, and marketing of immuno-assays and premium medical devices for detection, risk assessment and diagnosis of cancer and precancerous conditions announces an investment by UNIC Medical, Inc.‘s Chairman and UNIC Technologies, Inc.’s CEO, Dr. Zhongxi Zheng, an MD in Pathology. His investment represents 5.06% of MEDITE’s outstanding common shares after the investment. In exchange for Dr. Zheng’s $1.738 million investment, MEDITE Cancer Diagnostics, Inc. issued 1,086,250 shares of unregistered common stock at the per share price of $1.60. These shares are exempt from registration under Regulation S of the Securities Act of 1933.
Dr. Zheng’s investment represents the initial payments regarding $3.5 million he intends to invest in MEDITE by the end of 2015 at $1.60 per share. UNIC Medical, Inc. (Shanghai, China) a wholly owned subsidiary of UNIC Technologies, Inc. (Beijing, China) and a world-leading digital pathology solutions provider, has developed and is selling whole-slide-imaging (digitalization) instruments and image analysis software tools potentially used in providing computer aided diagnosis for detection of cancer and precancerous conditions. It is also active in cloud-computing based tele-pathology systems, cloud data mining tools, education and training and lab information systems (LIS). The parent company UNIC Technologies, Inc., is a high tech company focused on automated digital optical quality assurance technology and is owned 59% by Dr. Zheng. “Our investment in MEDITE, the only independent manufacturer with the complete line of equipment and consumables for pathology laboratories and with its high quality German manufacturing facilities, reflects our strong endorsement and excitement of MEDITE’s strategy and products to meet the burgeoning demand expected from UNIC Medical’s customers in China and Asia. This investment represents another step as MEDITE and UNIC Medical work to implement the Chinese government supported project mandating standardization of histology laboratories in China” stated Dr. Zheng.
China is soon expected to be the largest market for medical devices. Health care revenues are expected to increase from about $350 billion in 2011 to $1 trillion USD by 2020. Since the Chinese government introduced public health insurance for approximately 90% of its population of almost 1.4 billion, many can now afford and demand cancer screening, diagnosis and treatments. Also, according to Dr. Zheng, “China is an aging society with over 125 million people currently 65 years or older along with increasing rates of incidences for all types of cancer are factors leading to exploding demand for diagnosis and treatment. Since China currently lacks a sufficient number of trained pathologists and has no uniform standards for diagnosis and treatment, the Chinese government is implementing an initiative for standardization and digitalization using computer aided diagnosis. UNIC participates on various committees establishing these standards. MEDITE’s histology products provide devices and consumables for the entire histology process from the tissue sample (biopsy) to the readable microscopic slide. At this interface, UNIC’s devices digitalize and diagnose the sample on the slide utilizing the latest cloud technology which allows the pathologist to focus on slides indicating precancerous and cancerous conditions.”
“The excitement, cooperation and enthusiasm generated from the synergies of MEDITE’s histology equipment, consumables and newly developed immuno-assays combined with UNIC’s digitalization and cloud technologies provide an ideal symbiosis addressing the objectives of the Chinese and other markets for digitalization and standardization. We believe our solution provides a competitive advantage and a unique solution to solve cost effectively future challenges involving cancer screening and diagnosis,” stated Michaela Ott, CEO of MEDITE.
In 2014, MEDITE together with UNIC Medical successfully received Chinese Food and Drug Administration (“CFDA”) approval for all MEDITE histology laboratory devices. The CFDA application for the cytology product line is currently in preparation, and approval is expected in 2015.
MEDITE and UNIC Medical also recently presented their cytology standardization project for cervical cancer screening in China using MEDITE’s cytology product line including the newly developed and patent applied immuno-assays from former CytoCore, Inc. (now MEDITE Cancer Diagnostics, Inc.) at a major cytology show in Hefei from June 12. - 13. 2015.
About MEDITE Cancer Diagnostics, Inc.
MEDITE Cancer Diagnostics Inc., is a Delaware registered company consisting of wholly-owned MEDITE GmbH a Germany-based Company, with its subsidiaries CytoGlobe GmbH (Cytology Products, Germany), MEDITE GmbH (Distributor, Austria), MEDITE Inc. (Distributor, Americas) and MEDITE sp. z o.o. (R&D Poland). MEDITE specializes in the development, manufacture and distribution of medical laboratory automation equipment and supplies for pathology, histology and cytology. For these fields, it offers a complete range of devices and consumables. MEDITE currently sells into 70 countries and is the market leader in Germany. Additional information on MEDITE’s products and services can be found at www.medite-group.com. On April 3, 2014, MEDITE was acquired by CytoCore, Inc. a bio molecular diagnostics company engaged in the design, development, and commercialization of cost-effective cancer screening systems and immune-assays to assist in the early detection of cancer. The name of the company changed from CytoCore, Inc. to MEDITE Cancer Diagnostics, Inc. in December 2014.
Forward Looking Statement
This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding future operating performance, events, trends and plans. All statements other than statements of historical fact contained herein, including, without limitation, statements regarding our future financial position, business strategy, budgets, projected revenues and costs, and plans and objectives of management for future operations, are forward-looking statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expects,” “intends,” “plans,” “projects,” “estimates,” “anticipates,” or “believes” or the negative thereof or any variation thereon or similar terminology or expressions. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are not guarantees and are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Important factors that could cause our actual results to differ from our expectations, include but are not limited to, the Chinese government’s capabilities to implement digitization and UNIC Medical’s and MEDITE’s abilities to successfully meet expectations. MEDITE is solely relying on Dr. Zheng’s representations regarding ownership and operating expectations regarding UNIC Medical and UNIC Group. MEDITE’s ability to maintain and grow its revenues, as well as those risk factors that apply to our operations as disclosed in Item 1A of our Report on Form 10-K for the year ended December 31, 2014 and other filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on our forward-looking statements, as they speak only as of the date made. Such statements are not guarantees of future performance or events and we undertake no obligation to disclose any revision to these forward-looking statements to reflect events or circumstances occurring after the date hereof.
For more information please visit: www.medite-group.com
Investor Contact:
Robert McCullough, Jr. CFO
407 996 9630
BondsSF
10 years ago
MEDITE CANCER DIAGNOSTICS, INC. REPORTS 2014 YEAR END RESULTS ALONG WITH EXPECTATIONS FOR 2015
Orlando, FL, May 11, 2015 – MEDITE Cancer Diagnostics, Inc., (MDIT) specializing in the development, manufacturing and marketing of molecular biomarkers and premium medical devices for detection, risk assessment and diagnosis of cancer and precancerous conditions announces 2014 results and expectations for 2015.
In 2014, MEDITE Enterprise, Inc., with its subsidiaries in Germany, Austria and Poland, transformed through its purchase by CytoCore, Inc. from a privately owned company into a public company with a well know brand, 76 employees and an existing distribution network into about 70 countries.
MEDITE is now recognized as an up and coming competitor in the multibillion dollar anatomical pathology and cytology global market. MEDITE’s products improve the process and quality of cytology and histology methods and tools used for risk assessment and the diagnosis of cancer or precancerous conditions. The company is focused on becoming a global manufacturer of total histology and cytology solutions. The synergies resulting from the combined extensive research, knowledge, experience and developments of CytoCore Inc., with the engineering and marketing capabilities of MEDITE, should significantly expand product offerings and addressable markets for the new MEDITE.
“We are pleased MEDITE’s core business increased revenue, and remained operationally profitable, while obtaining very promising research and development technology from CytoCore, which should be an integral factor as MEDITE becomes an innovative force in cancer diagnostics. While reducing CytoCore’s operational losses by 50%, we made significant investments and achievements in the following new markets, products and developments:” commented Michaela Ott, CEO of MEDITE Cancer Diagnostics, Inc.
Microtomes and Cryostats
New manufacturing methods will enable MEDITE to increase its product gross margin while keeping the highest level of precision. These machines, which address approximately a $90 million market, are used to section human tissue into a few micron thin slices for optical microscope cancer screening. The new specially designed manual microtome specifically targets emerging countries, while the new Cryostat is designed to set new standards in compact size and low energy consumption.
Twister – Film-Coverslipper
This highly demanded new type of instrument is able to coverslip microscopic slides at speeds of up to 1,200 slides per hour. The current average glass-coverslipper on the market can only coverslip an average of 200 slides per hour. Our Twister perfectly complements our own CytoTape and could increase market share globally.
CytoTape – Coverfilm
MEDITE becomes the third participant in an approximate $60 million market dominated currently by one supplier. This product replaces glass as the protective cover of microscopic slides and allows for far quicker slide processing.
Chinese Market Collaboration
We achieved another major goal in 2014 with our market entrance into China. In our opinion, China is the fastest growing and, by 2016, one of the largest market places for our products. With our Chinese distributor, UNIC Medical, we successfully received Chinese Food and Drug Administration (“CFDA”) approval for all MEDITE histology laboratory devices.
The CFDA application for the cytology product line currently is in preparation, and approval is expected in 2015. The UNIC sales team has already successfully started selling the MEDITE histology products in China. During the first quarter we’ve already received purchase orders for approximately $500,000. Furthermore, we are planning with UNIC, as part of a government initiative, to standardize the histology laboratory process using MEDITE equipment, consumables, immuno-assays, along with the approved UNIC scanning technology for digitalization and computer aided diagnostics utilizing the latest cloud technology. UNIC Medical is a subsidiary of UNIC Group, a high tech company focused on automated digital optical quality assurance technology.
Cancer Risk Assessment Immuno-Assays and Special Stains
MEDITE has developed an innovative cytology stain and immuno-assays to be used for the detection of cancer and precancerous cells. Conventional tests, such as those used in the standard PAP test for cervical cancer, don’t utilize special stains; therefore abnormal cells can blend with normal cells and may potentially avert detection.
In addition, our test significantly reduces the time for processing a Pap to under a minute from over 30 minutes, and reduces or eliminates the use of hazardous reagents. Our cancer risk assessment immuno-assays developed over the last few years are showing excellent results in internal studies, but have not been tested yet in formal clinical trials.
This new immuno-assay, with our new special stain applied with our proprietary image recognition software, “highlight” specific cells to appropriately identify abnormal cells. Among others, we believe healthcare practitioners can utilize MEDITE’s solution to supplement existing PAP test methods.
In our opinion, one of the tests based upon our immuno-assays has the potential for displacing the expensive Human Papilloma Virus (HPV) testing methods. MEDITE’s enhanced test potentially improves the accuracy of patient diagnosis and reduces costs associated with unnecessary testing. We aim to start marketing this test globally outside the United States in 2015, and in the United States by 2017.
BreastPap
Independent studies confirm the analysis of female breast nipple aspirant, or the detection of abnormal cells, can be a useful risk analysis procedure for further evaluation of breast cancer for women between the ages of 20 and 45, when in most cases mammography is not appropriate. For them, it is a simple and affordable way to receive information about their breast cancer risk based a noninvasive method. MEDITE will soon test a prototype of an inexpensive breast aspirant collection device. Collected cells drawn from this device or fluids from the breast aspirant needle procedure can therefore be tested with the MEDITE assays and quickly evaluated for the possibility of cancer or precancerous conditions.
We believe a market of 300 million women currently exists for the application of MEDITE’s assays for either the “breast pap” or fine needle aspirant procedures in countries where testing is currently affordable and reimbursed. First market entries are planned in Europe and Asia using MEDITE’s CE mark.
Standard Histology Staining Solution
Our highly innovative newly developed staining solutions for histology and cytology are fulfilling modern needs for digitalization, computer aided diagnosis, and therefore can set a new standard in the industry around the world. It can replace the currently used Hematoxylin and Eosin stains, and in addition can reduce or eliminate laboratories’ use of environmentally hazardous reagents like xylene or formalin.
Histology Lab-in-One Patent
Similar to the highly automated clinical laboratory industry, the anatomic pathology laboratory industry is about to undergo an automation transformation. This highly innovative patented method will serve the industry in transitioning towards automation. Biopsies could be automatically processed into microscopic slides for diagnosis and digitalization. This Lab-in–One-technology, has the ability to change the competitive landscape within the industry.
We believe these significant investments in marketing, research and development as indicated in our results of operations for 2014 shown below, provide the launch for an exciting growth company looking to significantly increasing participation and market share in a dynamic multibillion industry.
Total revenues of $11 million for the fiscal year ended December 31, 2014 represented an increase of 10% from 2013. This increase was mainly a result of the growing sales of the recently launched cytology product lines to $1,852,000 (+38 %) and the growing revenue in the USA to $1,396,000 (+107%).
Cost of revenues represents the cost of the product sold, freight, and other costs of selling our products, totaled $7.16 million compared to $5.75 million for the year ended December 31, 2013. This mainly resulted from a higher percentage of distributor versus direct sales compared to the previous year.
Research and development expenses increased to $1.24 million compared to $934,000 for 2013. This increase of $309,000 or 33% is the result of the expenses associated with the former CytoCore, Inc. during 2014. MEDITE’s stand-alone funding for research and development, not including the contribution from CytoCore, Inc., increased $115,000 for year 2014 versus year 2013.
The operating loss of $394,000 of 2014, compared to the operating profit of $294,000 in 2013, resulted primarily from the inclusion of the $638,000 in operating expenses from the former CytoCore.
The net loss for the year ended December 31, 2014, totaled $699,000 as compared to net income of $54,000. As noted above, the primary reason for the loss was the inclusion of the results of operating expenses, including research and development associated with the former CytoCore’s operations, and increased income tax expense resulting from expensing the $129.452 deferred tax asset previously capitalized at December 31, 2013.
IslandTrader
10 years ago
Shareholders screwed again:
http://ih.advfn.com/p.php?pid=nmona&article=65259732
Proxy Statement - Other Information (preliminary) (pre 14c)
Date : 01/28/2015 @ 6:01AM
Source : Edgar (US Regulatory)
Stock : Medite Cancer Diagnostics, Inc. (QB) (MDIT)
Quote : 0.029 -0.008 (-21.62%) @ 9:42AM
Proxy Statement - Other Information (preliminary) (pre 14c)
Print
Alert
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:
x Preliminary Information Statement
¨ Confidential, For Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
¨ Definitive Information Statement
MEDITE CANCER DIAGNOSTICS, INC.
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
x No fee required.
¨ Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) 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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
¨ Fee paid previously with preliminary materials.
¨ 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.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
PRELIMINARY COPY
PRELIMINARY COPY
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 [_______], 2015, 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 February 4, 2015, 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 and Series E Convertible Preferred Stock, voting together as a single class, to amend our certificate of incorporation to effect a reverse stock split of our issued and outstanding common stock by a ratio of 1-for-100, while maintaining the current amount of shares of common stock and preferred stock that are presently authorized; and
(ii) 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 and Series E Convertible Preferred Stock, voting together as a single class, executed a written consent in favor of the foregoing action on December 31, 2014. 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.
/s/ Michaela Ott
Michaela Ott
Chief Executive Office
[_______], 2015
PRELIMINARY COPY
PRELIMINARY COPY
_____________________________
MEDITE CANCER DIAGNOSTICS, INC.
4303 SW 34th St.
Orlando FL 32811
(407) 996-9631
______________________________
INFORMATION STATEMENT
Dated [______], 2015
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 [________], 2015 to the stockholders of record of Medite Cancer Diagnostics, Inc. (the “Company,” “we” or “us”) at the close of business on February 4, 2015 (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 of the approval of an amendment to our certificate of incorporation (as amended to date, “Certificate of Incorporation”) to implement a reverse stock split of our common stock, par value $.001 per share (“Common Stock”), at a ratio of 1-for-100, while maintaining the current amount of shares of common stock and preferred stock that are presently authorized; and
(ii) to serve as notice of the foregoing actions in accordance with Section 228(e) of the Delaware General Corporation Law.
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 amendment was approved on December 31, 2014, upon the execution of a written consent by the holders of the majority of the issued and outstanding shares of our Common Stock and Series E Convertible Preferred Stock (“Series E Stock”), voting together as a single class. Because the amendment has been approved by the holders of the requisite number of outstanding shares that are entitled to cast votes, no other stockholder approval of the amendment is necessary. This Information Statement will also serve as notice of 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 3,500,000,000 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 1,922,856,104 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, 175,000 shares of Series D 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. Other than the Series E Stock, no class of Preferred Stock is entitled to vote on the amendment to our certificate of incorporation. The affirmative vote or written consent of the holders of a majority of the issued and outstanding shares of our Common Stock and Series E Convertible Preferred Stock, voting together as a single class is necessary to approve the amendment to our Certificate of Incorporation. The requisite stockholder approval of the amendment was obtained on December 31, 2014.
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.
AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT OF OUR COMMON STOCK
On December 31, 2014, our board of directors executed a written consent authorizing the amendment to our Certificate of Incorporation. On December 31, 2014, the holders of the majority of the issued and outstanding shares of our Common Stock and Series E Convertible Preferred Stock, voting together as a single class, acted by written consent to approve the amendment. A copy of this amendment is attached to this Information Statement as Appendix A (subject to any changes required by applicable law) (the “Certificate of Amendment”).
General
The reverse stock split will be realized simultaneously for all outstanding Common Stock and the ratio will be the same for all outstanding Common Stock. The reverse stock split will affect all holders of Common Stock uniformly and each stockholder will hold the same percentage of Common Stock outstanding immediately following the reverse stock split as that stockholder held immediately prior to the reverse stock split, except for adjustments that may result from the treatment of fractional shares as described below. The Certificate of Amendment will not reduce the number of authorized shares of Common Stock (which will remain at 3,500,000,000) and will not change the par value of the Common Stock (which will remain at $0.001 per share).
Reasons for the Reverse Stock Split
The reason for the reverse stock split is to provide us with the ability to support our present capital needs and future anticipated growth. As discussed below under the caption "Effect on Authorized but Unissued Shares," the reverse stock split will have the effect of significantly increasing the number of authorized but unissued shares of Common Stock. The Board believes that we will need to raise additional capital in order to continue our operations through 2015 and beyond. As of February 4, 2015, 1,577,143,896 shares of Common Stock were authorized but unissued and available for issuance, which may not be sufficient to meet our capital needs. The availability of additional shares of Common Stock would also provide us with the flexibility to consider and respond to future business opportunities and needs as they arise, including equity offerings, mergers or other business combinations, asset acquisitions, stock dividends, stock splits and other corporate purposes. The Company currently has no agreements for any of the foregoing.
Principal Effects of the Reverse Stock Split
A reverse stock split refers to a reduction in the number of outstanding shares of a class of a corporation's capital stock, which may be accomplished, as in this case, by reclassifying and combining all of our outstanding shares of Common Stock into a proportionately smaller number of shares. For example, a stockholder holding 10,000 shares of Common Stock before the reverse stock split would instead hold 100 shares of Common Stock immediately after the reverse stock split. Each stockholder's proportionate ownership of outstanding shares of Common Stock will remain the same subject to adjustments in connection with rounding up fractional shares. All shares of Common Stock will remain validly issued, fully paid and non-assessable.
We do not intend to use the reverse stock split as a part of or a first step in a "going private" transaction within the meaning of Rule 13e-3 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). There is no plan or contemplated plan by the Company to take itself private at the date of this information statement.
Effect on Authorized but Unissued Shares
The reverse stock split will have the effect of significantly increasing the number of authorized but unissued shares of Common Stock. The number of authorized shares of Common Stock will not be decreased and will remain at 3,500,000,000. Because the number of outstanding shares will be reduced as a result of the reverse stock split, the number of shares available for issuance will be increased. As of the Record Date, there were 1,922,856,104 shares of Common Stock issued and outstanding. After completion of the reverse stock split, there will be 19,228,562 shares of Common Stock issued and outstanding.
We may issue shares to acquire other companies or assets or engage in business combination transactions. As of the date of this information statement, we have no specific plans, arrangements or understandings, whether written or oral, with respect to the increase in shares available for issuance as a result of the reverse stock split.
Anti-Takeover and Dilutive Effects
The purpose of maintaining our authorized Common Stock at 3,500,000,000 shares after the reverse stock split is to facilitate our ability to raise additional capital to support our operations, not to establish any barriers to a change of control or acquisition of the Company. Shares of Common Stock that are authorized but unissued provide the Board with flexibility to effect, among other transactions, public or private financings, subscription rights offerings, mergers, acquisitions, stock dividends, stock splits and the granting of equity incentive awards. However, these authorized but unissued shares may also be used by the Board, consistent with and subject to its fiduciary duties, to deter future attempts to gain control of us or make such actions more expensive and less desirable.
In addition, the issuance of additional shares of Common Stock for any of the corporate purposes listed above could have a dilutive effect on earnings per share and the book or market value of the outstanding Common Stock, depending on the circumstances, and would likely dilute a stockholder's percentage voting power in the Company. Holders of Common Stock are not entitled to preemptive rights or other protections against dilution.
We did not propose this amendment to our Certificate of Incorporation in response to any effort known to us to accumulate Common Stock or to obtain control of us by means of a merger, tender offer or solicitation in opposition to management.
Effect on Fractional Stockholders
No fractional shares of Common Stock will be issued in connection with the reverse stock split. In lieu of issuing fractional shares, we intend to round shares up to the next whole share.
Effect on Beneficial Stockholders
If you hold shares of Common Stock in "street name" through an intermediary, we will treat your Common Stock in the same manner as stockholders whose shares are registered in their own names. Intermediaries will be instructed to effect the reverse stock split for their customers holding Common Stock in street name. However, these intermediaries may have different procedures for processing a reverse stock split. If you hold shares of Common Stock in street name, we encourage you to contact your intermediaries.
Registered "Book-Entry" Holders of Common Stock
If you hold shares of Common Stock electronically in book-entry form with our transfer agent, you do not currently have and will not be issued stock certificates evidencing your ownership after the reverse stock split, and you do not need to take action to receive post-reverse stock split shares. If you are entitled to post-reverse stock split shares, a transaction statement will automatically be sent to you indicating the number of shares of Common Stock held following the reverse stock split.
Effect on Registered Stockholders Holding Certificates
As soon as practicable after the reverse stock split, our transfer agent will mail transmittal letters to each stockholder holding shares of Common Stock in certificated form. The letter of transmittal will contain instructions on how a stockholder should surrender his or her certificate(s) representing shares of Common Stock (the "Old Certificates") to the transfer agent in exchange for certificates representing the appropriate number of whole shares of post-reverse stock split Common Stock (the "New Certificates"). No New Certificates will be issued to a stockholder until such stockholder has surrendered all Old Certificates, together with a properly completed and executed letter of transmittal, to the transfer agent. Stockholders will then receive a New Certificate(s) representing the number of whole shares of Common Stock that they are entitled as a result of the reverse stock split. Until surrendered, we will deem outstanding Old Certificates held by stockholders to be cancelled and only to represent the number of whole shares of post-reverse stock split Common Stock to which these stockholders are entitled. Any Old Certificates submitted for exchange, whether because of a sale, transfer or other disposition of stock, will automatically be exchanged for New Certificates.
Effect on Outstanding Options and Warrants
Upon a reverse stock split, all outstanding options, warrants and future or contingent rights to acquire Common Stock will be adjusted to reflect the reverse stock split. With respect to all outstanding options and warrants to purchase Common Stock, the number of shares of Common Stock that such holders may purchase upon exercise of such options or warrants will decrease, and the exercise prices of such options or warrants will increase, in proportion to the fraction by which the number of shares of Common Stock underlying such options and warrants are reduced as a result of the reverse stock split. Also, the number of shares reserved for issuance under our existing stock option and equity incentive plans would be reduced proportionally based on the ratio of the reverse stock split.
Effect on Outstanding Shares of Preferred Stock
All outstanding shares of preferred stock entitling the holders thereof to convert such securities into shares of our Common Stock (including but not limited to our Series A, B, C, D and E Convertible Preferred Stock) will enable such holders to receive, upon conversion of such shares of preferred stock, one-one hundredth of the number of shares of our Common Stock that such holders would have been able to receive upon conversion of their shares of preferred stock immediately preceding the reverse stock split, at a conversion price equal to between one hundred times greater the price before the reverse stock split, resulting in approximately the same aggregate conversion price upon conversion thereof as in effect immediately preceding the reverse stock split.
Procedure for Effecting the Reverse Stock Split
If the Board elects to affect the reverse stock split, we will affect the reverse stock split by filing the Certificate of Amendment with the Secretary of State of the State of Delaware. The reverse stock split will become effective, and the combination of, and reduction in, the number of our outstanding shares as a result of the reverse stock split will occur automatically, at the time of the filing of the Certificate of Amendment (referred to as the "effective time"), without any action on the part of our stockholders and without regard to the date that stock certificates representing any certificated shares prior to the reverse stock split are physically surrendered for new stock certificates. Beginning at the effective time, each certificate representing pre-reverse stock split shares will be deemed for all corporate purposes to evidence ownership of post-reverse stock split shares. The text of the Certificate of Amendment is subject to modification to include such changes as may be required by the office of the Secretary of State of the State of Delaware and as the Board deems necessary and advisable to effect the reverse stock split.
The Board reserves the right, notwithstanding stockholder approval and without further action by the stockholders, to elect not to proceed with the reverse stock split if, at any time prior to filing the Certificate of Amendment, the Board, in its sole discretion, determines that it is no longer in the best interests of the Company and its stockholders to proceed with the reverse stock split.
Stockholders should not destroy any stock certificate(s) and should not submit any certificate(s) until they receive a letter of transmittal from our transfer agent.
Effective Date of the Amendment
The amendment to our Certificate of Incorporation will become effective upon the filing of a Certificate of Amendment to our Certificate of Incorporation with the Secretary of State of Delaware. Our board of directors intends to file the Certificate of Amendment to our Certificate of Incorporation as soon as practicable upon the passing of 20 calendar days from the date a definitive copy of this Information Statement is mailed to our stockholders. The full text of the proposed amendment is set forth in Appendix A to this Information Statement. The text of the amendment is subject to modification to include such changes as may be required by the office of the Secretary of State of Delaware and as our board of directors deems necessary and advisable to effect the amendment.
Certain Material U.S. Federal Income Tax Consequences of the Reverse Stock Split
The following is a summary of important tax considerations of the reverse stock split. It addresses only stockholders who hold Common Stock as capital assets. It does not purport to be complete and does not address stockholders subject to special rules, such as financial institutions, tax-exempt organizations, insurance companies, dealers in securities, foreign stockholders, stockholders who hold their pre-reverse stock split shares as part of a straddle, hedge or conversion transaction, and stockholders who acquired their pre-reverse stock split shares pursuant to the exercise of employee stock options or otherwise as compensation. This summary is based upon current law, which may change, possibly even retroactively. It does not address tax considerations under state, local, foreign and other laws. The tax treatment of a stockholder may vary depending upon the particular facts and circumstances of such stockholder. Each stockholder is urged to consult with such stockholder's own tax advisor with respect to the tax consequences of the reverse stock split.
A stockholder generally will not recognize gain or loss on the reverse stock split. The aggregate tax basis of the post-reverse stock split shares received will be equal to the aggregate tax basis of the pre-reverse stock split shares exchanged therefor, and the holding period of the post-reverse stock split shares received will include the holding period of the pre-reverse stock split shares exchanged.
The foregoing views are not binding on the Internal Revenue Service or the courts. Accordingly, each stockholder should consult with his or her own tax advisor with respect to all of the potential tax consequences to him or her of the reverse stock split.
Accounting Matters
The par value of the Common Stock will remain unchanged at $0.001 per share after the reverse stock split. As a result, our stated capital, which consists of the par value per share of the Common Stock multiplied by the aggregate number of shares of the Common Stock issued and outstanding, will be reduced proportionately at the effective time of the reverse stock split. Correspondingly, our additional paid-in capital, which consists of the difference between our stated capital and the aggregate amount paid to us upon the issuance of all currently outstanding shares of Common Stock, will be increased by a number equal to the decrease in stated capital. Further, net income per share, book value per share and other per share amounts will be increased as a result of the reverse stock split because there will be fewer shares of Common Stock outstanding.
Required Vote
The affirmative vote or written consent of the holders of a majority of the issued and outstanding shares of our Common Stock and Series E Convertible Preferred Stock, voting together as a single class, is necessary to approve the amendment to our Certificate of Incorporation. The requisite stockholder approval of the amendment was obtained on December 31, 2014.
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 amendment to our Articles of Incorporation becomes 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 action adopted as set forth herein.
BENEFICIAL OWNERSHIP OF OUR COMMON STOCK
The following table sets forth certain information, as of January 27, 2015, 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.
Name and Address of Beneficial Owner Beneficial Ownership(1) of Class
Michaela Ott 734,375,000 38.2%
Michael Ott 734,375,000 38.2%
Robert F. McCullough Jr. 167,690,706 (2) 8.7%
Augusto Ocana 12,442,244 *
John H. Abeles, M.D. 12,625,598 (3) *
Alexander M. Milley 4,652,950 (4) *
All current directors and executive officers as a group (6 persons) 1,666,161,498 86%
· Less than one percent
(1) 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 December 31, 2014 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 1,922,856,104 shares of common stock outstanding as of the close of business on January 27, 2015.
(2) Includes an aggregate 166,205 shares owned by various trusts of which Mr. McCullough is trustee as follows: MJM Educational Trust (15,000) shares, PFM Educational Trust (15,000 shares), CDM Educational Trust (15,000) shares and the MPC Trust (121,205 shares).
(3) Includes: (i) 6,775,598 shares owned by Northlea Partners, Ltd., of which Dr. Abeles is General Partner; and (ii) 100,000 shares of common stock awarded in 2009 that have not yet been issued. Dr. Abeles disclaims beneficial ownership of all shares owned by, or issuable to, Northlea Partners except shares attributable to his 1% interest in Northlea Partners as General Partner.
(4) Includes: (i) 149,551 shares held by Azimuth Corporation, of which Mr. Milley is President and Chairman of the Board of Directors, 429,255 shares held by Cadmus Corporation, of which Mr. Milley is President and a director, 80,282 shares held by Milley Management, Inc., of which Mr. Milley is President, sole director and majority stockholder, and 23,710 shares held by Winchester National, Inc., of which Mr. Milley is a director and executive officer; and (ii) 100,000 shares of common stock awarded in 2009 that have not yet been issued. An aggregate of 402,890 shares of common stock held directly by Mr. Milley, Cadmus Corporation, Winchester National and Milley Management have been pledged to ELXSI Corp., of which Mr. Milley is President, Chief Executive Officer and Chairman of the Board.
Change in Control Transactions in Last Fiscal Year.
We are not aware of any arrangements (including any pledge by any person of our securities), the operation of which did or may at a subsequent date result in a change of control.
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.
/s/ Michaela Ott
Michaela Ott
Chief Executive Officer
[_______], 2015
PRELIMINARY COPY PRELIMINARY COPY
Appendix A
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 effect a 100 to 1 reverse split of the common stock, $.001 par value per share (the “Common Stock”), whereby every one hundred (100) issued and outstanding shares of the Corporation’s Common Stock (including each share of treasury stock) shall automatically and without any action on the part of the holder thereof be combined into one (1) fully paid and nonassessable share of Common Stock of the Corporation and to file this Certificate of Amendment:
The following paragraphs shall be inserted at the end of Article FOURTH:
“Effective at 5:00 p.m. (Eastern Time) on the date of filing with the Secretary of State of the State of Delaware (such time, on such date, the “Effective Time”) of this Certificate of Amendment pursuant to the Delaware General Corporation Law, each one hundred (100) shares of the Corporation’s common stock, $0.001 par value per share, issued and outstanding immediately prior to the Effective Time (the “Old Common Stock”) shall automatically without further action on the part of the Corporation or any holder of Old Common Stock, be reclassified, combined, converted and changed into one (1) fully paid and non-assessable share of common stock, $0.001 par value per share (the “New Common Stock”), subject to the treatment of fractional share interests as described below. The conversion of the Old Common Stock into New Common Stock will be deemed to occur at the Effective Time.
From and after the Effective Time, certificates representing the Old Common Stock shall represent the number of shares of New Common Stock into which such Old Common Stock shall have been converted pursuant to this Certificate of Amendment, subject to the treatment of fractional share interests. There shall be no fractional shares issued, and in lieu thereof, the Corporation will round up to the nearest whole 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 ________, 2015.
MEDITE CANCER DIAGNOSTICS, INC.
By:
Michaela Ott
Chief Executive Officer
2
IslandTrader
10 years ago
Huge 8k News!
Current Report Filing (8-k)
Date : 09/11/2014 @ 4:37PM
Source : Edgar (US Regulatory)
Stock : Cytocore, Inc. (QB) (CYOE)
Quote : 0.019 0.0 (0.00%) @ 8:30AM
Current Report Filing (8-k)
Print
Alert
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) September 11, 2014
CYTOCORE, 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.)
4203 SW 34th St.
Orlando, FL 32811
(Address of Principal Executive Offices) (Zip Code)
(407) 996-9631
(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 7.01 Regulation FD Disclosure.
On September 11, 2014, Cytocore, Inc. (the “Company”) issued a letter to its shareholders updating the Company’s recent progress and developments since its Letter to Shareholders dated July 7, 2014. A copy of the letter to shareholders is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. The Company does not undertake to update this presentation.
The information contained in this Item 7.01 of this Current Report on Form 8-K and in the accompanying exhibit incorporated by reference herein shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. This information, including the exhibit hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933.
The information set forth in this Current Report on Form 8-K and the attached Exhibit 99.1, includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding future operating performance, events, trends and plans. All statements other than statements of historical fact contained herein, including, without limitation, statements regarding our future financial position, business strategy, budgets, projected revenues and costs, and plans and objectives of management for future operations, are forward-looking statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expects,” “intends,” “plans,” “projects,” “estimates,” “anticipates,” or “believes” or the negative thereof or any variation thereon or similar terminology or expressions. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are not guarantees and are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Important factors that could cause our actual results to differ from our expectations, include but are not limited to, MEDITE’s ability following the acquisition to maintain and grow its revenues, our ability to integrate MEDITE’s operations with our historic operations, the effect that the acquisition will have on MEDITE’s existing customers and employees, our ability to protect our intellectual property rights, as well as those risk factors that apply to our operations as disclosed in Item 1A of Cytocore’s Annual Report on Form 10-K for the year ended December 31, 2013 and other filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on our forward-looking statements, as they speak only as of the date made. Such statements are not guarantees of future performance or events and we undertake no obligation to disclose any revision to these forward-looking statements to reflect events or circumstances occurring after the date hereof.
Item 9.01 Financial Statements and Exhibits.
Exhibit 99.1. Shareholder Letter dated September 11, 2014
2
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.
CYTOCORE, INC.
Date: September 11, 2014 By: /s/ Michaela Ott
Michaela Ott
Chief Executive Officer
3
EXHIBIT 99.1
Shareholder Letter
September 11, 2014
To Our Shareholders and Friends,
As we shared with you several months ago, the first half of 2014 was a period of significant progress for the Company as we completed the merger with CytoCore and successfully integrated the two businesses. Today we are operating as one Company with clear objectives - grow the MEDITE business, guide the development of CytoCore’s technology in the form of marketable products and generate synergies between both of these complimentary product lines to increase our position in the market. As a single entity we have already achieved some early successes which has resulted in significant revenue growth and increased profitability in the first six months of 2014. In addition, we reduced our cost basis and raised $1.8 million to strengthen our financial position. We are well on our way of becoming a rapidly growing and disruptive force in the multi-billion dollar global anatomic pathology and cytology systems marketplace for cancer detection.
For the first six months of 2014 we reported record revenue of $5.9 million, a 32% increase compared to the 2013 first half revenue of $4.5 million. The strong growth was driven by newly launched cytology products and the new distribution contracts which allow us to substantially increase our presence in the market. We also delivered an operating profit that rose to $490,000 compared with the first half 2013 operating profit of $120,000. With a solid first half of the year behind us, we are well positioned for accelerated growth in the second half. Historically, the second half has outperformed the first half and based on several recent developments, we expect our core business to demonstrate steady progress strengthening our outlook for the remainder of the year.
These recent developments include:
· We received the first registration confirmation of Chinese FDA for our Microtome models M530 and A550. Our Chinese Joint Venture partner, UNIC, is working on the registration for the remaining products and is placing additional orders for equipment purchases. China has a shortage of pathologists and cytologists and our systems are well suited to meet the country’s expanding needs – 500 new labs annually – so this represents a significant growth opportunity for the Company.
· We were recently awarded a Premier group purchasing agreement as vendor for the next three years. This gives us access to the nation’s largest healthcare alliance serving over 2,500 hospitals and 80,000-plus other healthcare sites representing more than $43 billion in annual purchasing power.
· We established an R&D facility in Poland to complement our German manufacturing facility. We plan to employ mechanical, electronic and software engineers and the first major objective is to finish the breast cancer risk evaluation device. MEDITE is also building up this facility as a distribution centre for the lucrative Polish market, which has a population exceeding 50 million.
· We executed another non-exclusive distribution contract for the North American market with a large and well established multi-billion USD distribution company for health care products. The contract includes our anatomic pathology equipment and consumable line.
Also, the greater awareness of the MEDITE name – which has now risen to number three in brand recognition in the fast growing China market - as well our products is driving increased market interest. At two recent industry events, the Histology Convention in Austin, TX and the European Congress of Pathology held in London, we drew larger crowds at our booths compared to previous years reflecting stronger demand for our products and new revenue opportunities for our Company.
In summary, we have generated strong financial results and are excited about the second half given the market’s positive acceptance of our new products.
Thank you for your continued support!
Respectfully,
/s/Michaela Ott /s/Robert McCullough /s/Michael Ott
Chief Executive Officer Chief Financial Officer President and Chief Operating Officer
This letter to shareholders contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding future operating performance, events, trends and plans. All statements other than statements of historical fact contained herein, including, without limitation, statements regarding our future financial position, business strategy, budgets, projected revenues and costs, and plans and objectives of management for future operations, are forward-looking statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expects,” “intends,” “plans,” “projects,” “estimates,” “anticipates,” or “believes” or the negative thereof or any variation thereon or similar terminology or expressions. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are not guarantees and are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Important factors that could cause our actual results to differ from our expectations, include but are not limited to, MEDITE’s ability following the acquisition to maintain and grow its revenues, our ability to integrate MEDITE’s operations with our historic operations, the effect that the acquisition will have on MEDITE’s existing customers and employees, our ability to protect our intellectual property rights, as well as those risk factors that apply to our operations as disclosed in Item 1A of CytoCore’s Annual Report on Form 10-K for the year ended December 31, 2013, Form 10-Q filed on August 19, 2014 and other filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on our forward-looking statements, as they speak only as of the date made. Such statements are not guarantees of future performance or events and we undertake no obligation to disclose any revision to these forward-looking statements to reflect events or circumstances occurring after the date hereof.
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