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) October 11, 2018
 
MEDITE CANCER DIAGNOSTICS, INC.
(Exact Name of Registrant as Specified in Charter)
 
Delaware
(State or Other Jurisdiction of Incorporation)
 
333-143570
36-4296006
(Commission File Number)
(IRS Employer Identification No.)
 
10524 Moss Park Rd. Ste-204-357
 
Orlando, FL
32832
(Address of Principal Executive Offices)
(Zip Code)
 
(407) 996-9630
(Registrant’s telephone number, including area code)
 
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see  General Instruction A.2. below):
 
☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 


 
 
 
 
Item 1.01       Entry into a Material Definitive Agreement.
 
From October 11, 2018 through October 15, 2018, MEDITE Cancer Diagnostics, Inc., (the “Company”) entered into and closed Securities Purchase Agreements (collectively the “Purchase Agreements”) with three (3) accredited investors (“Purchasers”), pursuant to which the Company agreed to issue to the Purchasers secured promissory notes in the aggregate principal amount of $870,000 (the collectively the “Notes”). The Notes mature on the 60th month anniversary date following the Closing Date, as defined in the Notes (the “Maturity Date”). Accrued interest shall be paid in restricted common stock of the Company calculated at a value of $0.075 per share and on the basis of a 360-day year and shall accrue and compound monthly . The Notes are secured by security agreements (collectively the “Security Agreements”) and shall represent a perfected senior lien on all of the assets of the Company and its subsidiaries and will be subordinate to the obligation entered into with GPB Debt Holdings II, LLC and the affiliated subordinate investors on September 26, 2017. The Notes shall bear interest at a rate of 12% per annum. In addition, and in accordance with the terms of the Purchase Agreements, the Purchasers were issued an aggregate amount of 11,600,000 shares of the Company’s restricted common stock at 0.075 per share (the “Shares”). The Purchasers shall have piggy-back registration rights with respect to the Shares.
 
The foregoing summary of the transactions contemplated by the Purchase Agreements and the documents and instruments to be executed and/or issued in connection therewith, does not purport to be complete and is qualified in its entirety by reference to the definitive transaction documents, copies of which are attached as exhibits to this Current Report on Form 8-K.
 
Item 2.03       Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
 
In connection with the transactions described in Item 1.01 of this Current Report, which is incorporated into this Item 2.03, the Company has entered into and closed Purchase Agreements with the Purchasers as of the dates set forth in Item 1.01 pursuant to which it agreed to issue the Notes, Shares and Security Agreements to the Purchasers. The Notes will bear interest at a rate of 12% per annum, will be secured in accordance with the terms and conditions of the Security Agreements, and will be due and payable on the 60th month anniversary date following the Closing Date, as defined in the Notes or upon acceleration in accordance with its terms. Accrued interest shall be paid in restricted common stock of the Company  calculated at a value of $0.075 per share and on the basis of a 360-day year and shall accrue and compound monthly . The Company may prepay the Notes at any time and from time to time without penalty. Payment of the obligations under the Notes may be accelerated, in general, upon any of the following events: (i) an uncured failure to pay any amount under the Notes when due; (ii) an uncured breach by the Company of its obligations under any of the offering documents; (iii) a material breach by the Company of its representations and warranties contained in the offering documents; (iv) certain material judgments are rendered against the Company; and (v) the occurrence of certain voluntary and involuntary bankruptcy proceedings.
 
Item 3.02       Unregistered Sales of Equity Securities.
 
The Company agreed to issue the Notes and Shares to the Purchasers in reliance upon the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder. The information disclosed in Items 1.01 and 2.03 is incorporated into this Item 3.02 in its entirety.
 
Item 9.01       Financial Statements and Exhibits
 
(d) Exhibits
   
Exhibit No.
 
Description
 
 
    
 
Form of Securities Purchase Agreement
 
Form of Secured Convertible Promissory Note
 
Form of Security Agreement
 
 
 
 
 
 
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: October 16, 2018
By:
/s/ Stephen Von Rump
 
 
Stephen Von Rump
 
 
Chief Executive Officer
 
 
 
 
 
 
 
 
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