UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
IVIVI TECHNOLOGIES, INC.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
46589F108
(CUSIP Number)
Andre' A. DiMino
c/o Ivivi Technologies, Inc.
224 Pegasus Avenue
Northvale, NJ 07647
(201) 476-9600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 5, 2010
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. |_|
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Cusip No. 46589F108
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only):
ADM Tronics Unlimited, Inc.
2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a) |_|
(b) |_| N/A
3. SEC Use Only
4. Source of Funds (See Instructions):
OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e): |_|
6. Citizenship or Place of Organization:
Delaware
--------------------------------------------------------------------------------
Number of 7. Sole Voting Power: 3,250,000*
----------------------------------------------------
Shares Beneficially 8. Shared Voting Power: 0*
----------------------------------------------------
Owned by
Each Reporting 9. Sole Dispositive Power: 3,250,000*
----------------------------------------------------
Person With 10. Shared Dispositive Power: 0*
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 3,250,000*
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): |_|
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11):
28.9%*
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions):
CO
--------------------------------------------------------------------------------
______________
|
* Based on 11,241,033 shares of common stock, no par value (the "Common Stock"),
of Ivivi Technologies, Inc., a New Jersey corporation (the "Company"), issued
and outstanding as of November 19, 2009, as reported by the Company in its
Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission
(the "SEC") on November 19, 2009. As of January 5, 2010, ADM Tronics Unlimited,
Inc., a Delaware corporation ("ADM"), held beneficial ownership over an
aggregate 3,250,000 shares of the Company's Common Stock.
Cusip No. 46589F108
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only):
Andre' A. DiMino
2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a) |_|
(b) |_| N/A
3. SEC Use Only
4. Source of Funds (See Instructions):
OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e): |_|
6. Citizenship or Place of Organization:
United States
--------------------------------------------------------------------------------
Number of 7. Sole Voting Power: 813,793*
----------------------------------------------------
Shares Beneficially 8. Shared Voting Power: 0*
----------------------------------------------------
Owned by
Each Reporting 9. Sole Dispositive Power: 813,793*
----------------------------------------------------
Person With 10. Shared Dispositive Power: 0*
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 813,793*
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): |_|
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11):
6.9%*
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions):
IN
--------------------------------------------------------------------------------
_____________________
|
* Based on 11,241,033 shares of Common Stock of the Company, issued and
outstanding as of November 19, 2009, as reported by the Company in its Quarterly
Report on Form 10-Q, filed with the SEC on November 19, 2009. As of January 5,
2010, Andre' DiMino held beneficial ownership of 813,793 shares of Common Stock
of which: (i) 626,918 shares of Common Stock issuable upon exercise of options
that are exercisable within 60 days of the record date and (ii) 186,875 shares
of Common Stock owned of record by Mr. DiMino, which includes 16,250 shares of
Common Stock subject to a share purchase right agreement among Mr. DiMino, David
Saloff, Edward J. Hammel, Sean Hagberg, Ph.D., Arthur Pilla, Ph.D. and Steven
Gluckstern pursuant to which Mr. Gluckstern has the right to purchase such
shares from Mr. DiMino during the period from November 8, 2005 to November 8,
2010. Excludes 80,000 shares of Common Stock issuable upon exercise of options
that are not exercisable within 60 days of the record date.
Cusip No. 46589F108
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only):
David Saloff
2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a) |_|
(b) |_| N/A
3. SEC Use Only
4. Source of Funds (See Instructions):
OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e): |_|
6. Citizenship or Place of Organization:
United States
--------------------------------------------------------------------------------
Number of 7. Sole Voting Power: 763,124*
----------------------------------------------------
Shares Beneficially 8. Shared Voting Power: 0*
----------------------------------------------------
Owned by
Each Reporting 9. Sole Dispositive Power: 763,124*
----------------------------------------------------
Person With 10. Shared Dispositive Power: 0*
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 763,124*
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): |_|
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11):
6.6%*
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions):
IN
--------------------------------------------------------------------------------
______________
|
* Based on 11,241,033 shares of Common Stock of the Company, issued and
outstanding as of November 19, 2009, as reported by the Company in its Quarterly
Report on Form 10-Q, filed with the SEC on November 19, 2009. As of January 5,
2010, David Saloff held beneficial ownership of 763,124 of which: (i) 365,000
shares of Common Stock issuable upon exercise of options that are exercisable
within 60 days of the record date; and (ii) 398,124 shares of Common Stock owned
of record by Mr. Saloff, which includes 30,875 shares of Common Stock subject to
a share purchase right agreement among Mr. Saloff, Mr. DiMino, Mr. Hammel, Dr.
Hagberg, Dr. Pilla and Mr. Gluckstern pursuant to which Mr. Gluckstern has the
right to purchase such shares from Mr. Saloff during the period from November 8,
2005 to November 8, 2010. Excludes 80,000 shares of Common Stock issuable upon
exercise of options that are not exercisable within 60 days of the record date.
Cusip No. 46589F108
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only):
Arthur Pilla
2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a) |_|
(b) |_| N/A
3. SEC Use Only
4. Source of Funds (See Instructions):
OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e): |_|
6. Citizenship or Place of Organization:
United States
--------------------------------------------------------------------------------
Number of 7. Sole Voting Power: 227,500*
----------------------------------------------------
Shares Beneficially 8. Shared Voting Power: 0*
----------------------------------------------------
Owned by
Each Reporting 9. Sole Dispositive Power: 227,500*
----------------------------------------------------
Person With 10. Shared Dispositive Power: 0*
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 227,500*
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): |_|
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11):
2.0%*
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions):
IN
--------------------------------------------------------------------------------
______________
|
* Based on 11,241,033 shares of Common Stock of the Company, issued and
outstanding as of November 19, 2009, as reported by the Company in its Quarterly
Report on Form 10-Q, filed with the SEC on November 19, 2009. As of January 5,
2010, Dr. Pilla held beneficial ownership of 227,500 shares of Common Stock,
which includes 17,875 shares of Common Stock subject to a share purchase right
agreement among Mr. Saloff, Mr. DiMino, Mr. Hammel, Dr. Hagberg, Dr. Pilla and
Mr. Gluckstern pursuant to which Mr. Gluckstern has the right to purchase such
shares from Dr. Pilla during the period from November 8, 2005 to November 8,
2010.
Cusip No. 46589F108
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only):
Berish Strauch
2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a) |_|
(b) |_| N/A
3. SEC Use Only
4. Source of Funds (See Instructions):
OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e): |_|
6. Citizenship or Place of Organization:
United States
--------------------------------------------------------------------------------
Number of 7. Sole Voting Power: 132,000*
----------------------------------------------------
Shares Beneficially 8. Shared Voting Power: 0*
----------------------------------------------------
Owned by
Each Reporting 9. Sole Dispositive Power: 132,000*
----------------------------------------------------
Person With 10. Shared Dispositive Power: 0*
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 132,000*
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): |_|
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11):
1.2%*
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions):
IN
--------------------------------------------------------------------------------
______________
|
* Based on 11,241,033 shares of Common Stock of the Company, issued and
outstanding as of November 19, 2009, as reported by the Company in its Quarterly
Report on Form 10-Q, filed with the SEC on November 19, 2009. As of January 5,
2010, Berish Strauch beneficially held 132,000 shares of Common Stock.
Cusip No. 46589F108
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only):
Sean Hagberg
2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a) |_|
(b) |_| N/A
3. SEC Use Only
4. Source of Funds (See Instructions):
OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e): |_|
6. Citizenship or Place of Organization:
United States
--------------------------------------------------------------------------------
Number of 7. Sole Voting Power: 186,563*
----------------------------------------------------
Shares Beneficially 8. Shared Voting Power: 0*
----------------------------------------------------
Owned by
Each Reporting 9. Sole Dispositive Power: 186,563*
----------------------------------------------------
Person With 10. Shared Dispositive Power: 0*
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 186,563*
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): |_|
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11):
1.6%*
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions):
IN
--------------------------------------------------------------------------------
______________
|
* Based on 11,241,033 shares of Common Stock of the Company, issued and
outstanding as of November 19, 2009, as reported by the Company in its Quarterly
Report on Form 10-Q, filed with the SEC on November 19, 2009. As of January 5,
2010, Dr. Hagberg held beneficial ownership of 186,563 shares of Common Stock,
which includes 8,125 shares of Common Stock subject to a share purchase right
agreement among Mr. Saloff, Mr. DiMino, Mr. Hammel, Dr. Hagberg, Dr. Pilla and
Mr. Gluckstern pursuant to which Mr. Gluckstern has the right to purchase such
shares from Dr. Hagberg during the period from November 8, 2005 to November 8,
2010.
Cusip No. 46589F108
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only):
Edward J. Hammel
2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a) |_|
(b) |_| N/A
3. SEC Use Only
4. Source of Funds (See Instructions):
OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e): |_|
6. Citizenship or Place of Organization:
United States
--------------------------------------------------------------------------------
Number of 7. Sole Voting Power: 156,063*
----------------------------------------------------
Shares Beneficially 8. Shared Voting Power: 0*
----------------------------------------------------
Owned by
Each Reporting 9. Sole Dispositive Power: 156,063*
----------------------------------------------------
Person With 10. Shared Dispositive Power: 0*
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 156,063*
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): |_|
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11):
1.4%*
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions):
IN
--------------------------------------------------------------------------------
______________
|
* Based on 11,241,033 shares of Common Stock of the Company, issued and
outstanding as of November 19, 2009, as reported by the Company in its Quarterly
Report on Form 10-Q, filed with the SEC on November 19, 2009. As of January 5,
2010, Mr. Hammel held beneficial ownership of 156,063 shares of Common Stock,
which includes 8,125 shares of Common Stock subject to a share purchase right
agreement among Mr. Saloff, Mr. DiMino, Mr. Hammel, Dr. Hagberg, Dr. Pilla and
Mr. Gluckstern pursuant to which Mr. Gluckstern has the right to purchase such
shares from Mr. Hammel during the period from November 8, 2005 to November 8,
2010.
Cusip No. 46589F108
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only):
Kenneth S. Abramowitz & Co., Inc.
2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a) |_|
(b) |_| N/A
3. SEC Use Only
4. Source of Funds (See Instructions):
OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e): |_|
6. Citizenship or Place of Organization:
New York
--------------------------------------------------------------------------------
Number of 7. Sole Voting Power: 98,040*
----------------------------------------------------
Shares Beneficially 8. Shared Voting Power: 0*
----------------------------------------------------
Owned by
Each Reporting 9. Sole Dispositive Power: 98,040*
----------------------------------------------------
Person With 10. Shared Dispositive Power: 0*
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 98,040*
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): |_|
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11):
0.9%*
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions):
CO
--------------------------------------------------------------------------------
______________
|
* Based on 11,241,033 shares of Common Stock of the Company, issued and
outstanding as of November 19, 2009, as reported by the Company in its Quarterly
Report on Form 10-Q, filed with the SEC on November 19, 2009. As of January 5,
2010, Kenneth S. Abramowitz & Co., Inc. held beneficial ownership of 98,020
shares of Common Stock: (i) 49,020 shares of Common Stock beneficially owned by
Kenneth S. Abramowitz & Co., Inc., an investment fund wholly-owned by Mr.
Abramowitz; (ii) 49,020 shares of Common Stock underlying warrants beneficially
owned by Kenneth S. Abramowitz & Co., Inc., an investment fund wholly-owned by
Mr. Abramowitz, that are exercisable within 60 days of the record date; (iii)
50,000 shares of Common Stock owned of record by Mr. Abramowitz and (iv) 46,666
shares of Common Stock issuable upon exercise of options to purchase shares of
our Common Stock that are exercisable within 60 days of the record date.
Excludes 13,334 shares of Common Stock issuable upon exercise of options that
are not exercisable within 60 days of the record date.
Cusip No. 46589F108
Item 4. Purpose of Transaction
The response to Item 4 is supplemented by adding the following:
"Given the Company's financial conditions, on November 17, 2009, the
Company entered into Amendment No. 1 to the Asset Purchase Agreement (the "APA
Amendment No. 1") with Buyer and Ajax. The APA Amendment No. 1 gives the Company
the right to request advances from Buyer during the period prior to the closing
of the transactions contemplated by the Asset Purchase Agreement up to a maximum
of $300,000; provided, that any advances under the agreement will be deducted
from the Purchase Price (as defined in the Asset Purchase Agreement) payable by
Buyer at the closing. As consideration for Buyer's agreement to advance funds to
the Company until the closing, the Company has agreed to reimburse Buyer's legal
expenses associated with the Asset Purchase Agreement up to a maximum of
$150,000; provided, further that such expenses shall be pari passu with the
Company's payment obligations to its other creditors. The Company has also
agreed to pay up to $20,000 of Buyer's and Ajax's costs and expenses (including
legal fees and expenses) incurred by Buyer and Ajax in connection with the APA
Amendment No. 1. In the event the Asset Purchase Agreement is terminated prior
to the closing, the Company agreed to repay the advances as soon as practicable
following the date of such termination with interest at the rate of 8% per annum
for each day until the advances are repaid; provided that any advances that
remain unpaid as of the due date (30 days after the date of such termination)
will accrue an interest rate of 12% per annum for each day until repaid. As of
December 29, 2009, the Company received $250,000 in advances from the Buyer to
fund its operations and expenses.
On January 5, 2010, the Company, the Buyer, Mr. Gluckstern, Kathryn
Clubb and Emigrant entered into an agreement pursuant to which Mr. Gluckstern
agreed to pay off all of the Company's indebtedness owed to Emigrant under the
Loan Agreement with Emigrant Capital Corp. ("Emigrant") dated as of April 7,
2009 (the "Loan Agreement"), which payment shall be held in escrow until the
earlier of (i) the closing of the transactions contemplated by the Asset
Purchase Agreement or (ii) February 15, 2010. The amount funded into escrow
exceeds the Purchase Price payable under the Asset Purchase Agreement as
required by Emigrant. Pursuant to the agreement between the parties, in the
event the closing of the transactions contemplated by the Asset Purchase
Agreement occurs prior to February 15, 2010, the escrowed amount would be
disbursed (a) first to Emigrant to repay all of the Company's indebtedness owned
to Emigrant under the Loan Agreement, (b) second to the Company to satisfy any
outstanding balance of the Purchase Price payable by the Buyer pursuant to the
Asset Purchase Agreement, as amended, and (c) finally, to Mr. Gluckstern.
However, in the event the closing of the transactions contemplated by the Asset
Purchase Agreement does not occur by February 15, 2010, Emigrant would agree to
sell, transfer and assign and Mr. Gluckstern would agree to purchase, accept and
assume all of Emigrant's rights, title, obligations and interest in, to and
under the Company's indebtedness owed to Emigrant for an aggregate purchase
price equal to the aggregate outstanding principal amount of the loans under the
Loan Agreement (including the related promissory note), together with all
interest and other amounts accrued thereon, including default interest, through
and including such date.
In connection with the settlement of a shareholder class action
complaint filed by one of the Company's shareholders against the Company, its
directors, Buyer and Ajax, the parties to the Voting Agreement entered into a
Termination Agreement, dated as of January 5, 2010 (the "Termination
Agreement"), pursuant to which the parties thereto agreed to terminate the
Voting Agreement."
The descriptions of the APA Amendment No.1 and the Termination
Agreement in this Amendment No. 1 are qualified in their entirety by reference
to the full text of the APA Amendment No.1 and the Termination Agreement,
respectively, which are attached as Exhibit 1 and Exhibit 2, respectively, to
this Amendment No. 1 pursuant to Item 7 hereof.
Cusip No. 46589F108
Item 5. Interest in Securities of the Issuer
The response to Item 5 is hereby amended by deleting it in its entirety
and substituting the following in lieu thereof:
"Based upon the information set forth in the Company's Quarterly Report
on Form 10-Q, filed with the SEC on November 19, 2009, there were 11,241,033
shares of Common Stock of the Company issued and outstanding as of November 19,
2009.
As of January 5, 2010, ADM has:
(i) the sole power to vote or to direct the vote of 3,250,000 (*)
shares of Common Stock,
(ii) the shared power to vote or to direct the vote of 0 shares of
Common Stock,
(iii) the sole power to dispose or to direct the disposition of
3,250,000 (*) shares of Common Stock, and
(iv) the shared power to dispose or to direct the disposition of 0
shares of Common Stock.
ADM may be deemed to beneficially own 3,250,000 shares, or 28.9%, of the
11,241,033 shares of Common Stock of the Company issued and outstanding as of
November 19, 2009, as reported by the Company in its Quarterly Report on Form
10-Q, filed with the SEC on November 19, 2009.
(*) As of January 5, 2010, ADM held beneficial ownership over an aggregate
3,250,000 shares of the Company's Common Stock.
As of January 5, 2010, Mr. DiMino has:
(i) the sole power to vote or to direct the vote of 813,793 (*)
shares of Common Stock,
(ii) the shared power to vote or to direct the vote of 0 shares of
Common Stock,
(iii) the sole power to dispose or to direct the disposition of
813,793 (*) shares of Common Stock, and
(iv) the shared power to dispose or to direct the disposition of 0
shares of Common Stock.
Mr. DiMino may be deemed to beneficially own 813,793 shares, or 6.9%, of the
11,241,033 shares of Common Stock of the Company issued and outstanding as of
November 19, 2009, as reported by the Company in its Quarterly Report on Form
10-Q, filed with the SEC on November 19, 2009.
(*) As of January 5, 2010, Mr. DiMino held beneficial ownership of (i) 626,918
shares of Common Stock issuable upon exercise of options that are exercisable
within 60 days of the record date and (ii) 186,875 shares of Common Stock owned
of record by Mr. DiMino, which includes 16,250 shares of Common Stock subject to
a share purchase right agreement among Mr. DiMino, Mr. Saloff, Mr. Hammel, Dr.
Hagberg, Dr. Pilla, and Mr. Gluckstern pursuant to which Mr. Gluckstern has the
right to purchase such shares from Mr. DiMino during the period from November 8,
2005 to November 8, 2010. Excludes 80,000 shares of Common Stock issuable upon
exercise of options that are not exercisable within 60 days of the record date.
As of January 5, 2010, Mr. Saloff has:
(i) the sole power to vote or to direct the vote of 763,124 (*)
shares of Common Stock,
(ii) the shared power to vote or to direct the vote of 0 shares of
Common Stock,
(iii) the sole power to dispose or to direct the disposition of
763,124 (*) shares of Common Stock, and
(iv) the shared power to dispose or to direct the disposition of 0
shares of Common Stock.
Mr. Saloff may be deemed to beneficially own 763,124 shares, or 6.6%, of the
11,241,033 shares of Common Stock of the Company issued and outstanding as of
November 19, 2009, as reported by the Company in its Quarterly Report on Form
10-Q, filed with the SEC on November 19, 2009.
(*)As of January 5, 2010, Mr. Saloff held beneficial ownership of (i) 365,000
shares of Common Stock issuable upon exercise of options that are exercisable
within 60 days of the record date; and (ii) 398,124 shares of Common Stock owned
of record by Mr. Saloff, which includes 30,875 shares of Common Stock subject to
a share purchase right agreement among Mr. Saloff, Mr. DiMino, Mr. Hammel, Dr.
Hagberg, Dr. Pilla and Mr. Gluckstern pursuant to which Mr. Gluckstern has the
right to purchase such shares from Mr. Saloff during the period from November 8,
2005 to November 8, 2010. Excludes 80,000 shares of Common Stock issuable upon
exercise of options that are not exercisable within 60 days of the record date.
Cusip No. 46589F108
As of January 5, 2010, Dr. Pilla has:
(i) the sole power to vote or to direct the vote of 227,500 (*)
shares of Common Stock,
(ii) the shared power to vote or to direct the vote of 0 shares of
Common Stock,
(iii) the sole power to dispose or to direct the disposition of
227,500 (*) shares of Common Stock, and
(iv) the shared power to dispose or to direct the disposition of 0
shares of Common Stock.
Dr. Pilla may be deemed to beneficially own 227,500 shares, or 2.0%, of the
11,241,033 shares of Common Stock of the Company issued and outstanding as of
November 19, 2009, as reported by the Company in its Quarterly Report on Form
10-Q, filed with the SEC on November 19, 2009.
(*) As of January 5, 2010, Dr. Pilla beneficial ownership of 227,500 shares of
Common Stock, which includes 17,875 shares of Common Stock subject to a share
purchase right agreement among Mr. Saloff, Mr. DiMino, Mr. Hammel, Dr. Hagberg,
Dr. Pilla and Mr. Gluckstern pursuant to which Mr. Gluckstern has the right to
purchase such shares from Dr. Pilla during the period from November 8, 2005 to
November 8, 2010.
As of January 5, 2010, Mr. Strauch has:
(i) the sole power to vote or to direct the vote of 132,000 shares of
Common Stock,
(ii) the shared power to vote or to direct the vote of 0 shares of
Common Stock,
(iii) the sole power to dispose or to direct the disposition of 132,000
shares of Common Stock, and
(iv) the shared power to dispose or to direct the disposition of 0
shares of Common Stock.
Mr. Strauch may be deemed to beneficially own 132,000 shares, or 1.2%, of the
11,241,033 shares of Common Stock of the Company issued and outstanding as of
November 19, 2009, as reported by the Company in its Quarterly Report on Form
10-Q, filed with the SEC on November 19, 2009.
As of January 5, 2010, Dr. Hagberg has:
(i) the sole power to vote or to direct the vote of 186,563 (*)
shares of Common Stock,
(ii) the shared power to vote or to direct the vote of 0 shares of
Common Stock,
(iii) the sole power to dispose or to direct the disposition of
186,563 (*) shares of Common Stock, and
(iv) the shared power to dispose or to direct the disposition of 0
shares of Common Stock.
Dr. Hagberg may be deemed to beneficially own 186,563 shares, or 1.6%, of the
11,241,033 shares of Common Stock of the Company issued and outstanding as of
November 19, 2009, as reported by the Company in its Quarterly Report on Form
10-Q, filed with the SEC on November 19, 2009.
(*) As of January 5, 2010, Dr. Hagberg held beneficial ownership of 186,563
shares of Common Stock, which includes 8,125 shares of Common Stock subject to a
share purchase right agreement among Mr. Saloff, Mr. DiMino, Mr. Hammel, Dr.
Hagberg, Dr. Pilla and Mr. Gluckstern pursuant to which Mr. Gluckstern has the
right to purchase such shares from Dr. Hagberg during the period from November
8, 2005 to November 8, 2010.
Cusip No. 46589F108
As of January 5, 2010, Mr. Hammel has:
(i) the sole power to vote or to direct the vote of 156,063 (*)
shares of Common Stock,
(ii) the shared power to vote or to direct the vote of 0 shares of
Common Stock,
(iii) the sole power to dispose or to direct the disposition of
156,063 (*) shares of Common Stock, and
(iv) the shared power to dispose or to direct the disposition of 0
shares of Common Stock.
Mr. Hammel may be deemed to beneficially own 156,063 shares, or 1.4%, of the
11,241,033 shares of Common Stock of the Company issued and outstanding as of
November 19, 2009, as reported by the Company in its Quarterly Report on Form
10-Q, filed with the SEC on November 19, 2009.
(*) As of January 5, 2010, Mr. Hammel held beneficial ownership of 156,063
shares of Common Stock, which includes 8,125 shares of Common Stock subject to a
share purchase right agreement among Mr. Saloff, Mr. DiMino, Mr. Hammel, Dr.
Hagberg, Dr. Pilla and Mr. Gluckstern pursuant to which Mr. Gluckstern has the
right to purchase such shares from Mr. Hammel during the period from November 8,
2005 to November 8, 2010.
As of January 5, 2010, Kenneth S. Abramowitz & Co., Inc. has:
(i) the sole power to vote or to direct the vote of 98,020 (*) shares
of Common Stock,
(ii) the shared power to vote or to direct the vote of 0 shares of
Common Stock,
(iii) the sole power to dispose or to direct the disposition of
98,020 (*) shares of Common Stock, and
(iv) the shared power to dispose or to direct the disposition of 0
shares of Common Stock.
Kenneth S. Abramowitz & Co., Inc. may be deemed to beneficially own 98,020
shares, or 0.9% , of the 11,241,033 shares of Common Stock of the Company issued
and outstanding as of November 19, 2009, as reported by the Company in its
Quarterly Report on Form 10-Q, filed with the SEC on November 19, 2009.
(*) As of January 5, 2010, Kenneth S. Abramowitz & Co., Inc. held beneficial
ownership of 98,020 shares of Common Stock: (i) 49,020 shares of Common Stock
beneficially owned by Kenneth S. Abramowitz & Co., Inc., an investment fund
wholly-owned by Mr. Abramowitz; (ii) 49,020 shares of Common Stock underlying
warrants beneficially owned by Kenneth S. Abramowitz & Co., Inc., an investment
fund wholly-owned by Mr. Abramowitz, that are exercisable within 60 days of the
record date; (iii) 50,000 shares of Common Stock owned of record by Mr.
Abramowitz and (iv) 46,666 shares of Common Stock issuable upon exercise of
options to purchase shares of our Common Stock that are exercisable within 60
days of the record date. Excludes 13,334 shares of Common Stock issuable upon
exercise of options that are not exercisable within 60 days of the record date."
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
The response to Item 6 is supplemented by adding the following:
"In connection with the settlement of a shareholder class action
complaint filed by one of the Company's shareholders against the Company, its
directors, Buyer and Ajax, the parties to the Voting Agreement entered into a
Termination Agreement, dated as of January 5, 2010 (the "Termination
Agreement"), pursuant to which the parties thereto agreed to terminate the
Voting Agreement."
The descriptions of the Termination Agreement in this Amendment No. 1
are qualified in their entirety by reference to the full text of the Termination
Agreement, which is attached as Exhibit 2 to this Amendment No. 1 pursuant to
Item 7 hereof.
Item 7. Material to be Filed as Exhibits
1. Exhibit 1 -- Amendment No. 1 to the Asset Purchase Agreement dated
November 17, 2009
Exhibit 2 -- Termination Agreement dated January 5, 2010
Cusip No. 46589F108
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: January 19, 2010
ADM TRONICS UNLIMITED, INC.
By: /s/ Andre' DiMino
--------------------------------
Name: Andre' DiMino
Title: President and CEO
/s/ Andre' A. DiMino
-----------------------------------
Andre' A. DiMino
/s/ David Saloff
-----------------------------------
David Saloff
/s/ Arthur Pilla
-----------------------------------
Arthur Pilla
/s/ Berish Strauch
-----------------------------------
Berish Strauch
/s/ Sean Hagberg
-----------------------------------
Sean Hagberg
/s/ Edward J. Hammel
-----------------------------------
Edward J. Hammel
|
KENNETH S. ABRAMOWITZ & CO., INC.
By: /s/ Kenneth S. Abramowitz
--------------------------------
Name: Kenneth S. Abramowitz
Title: President
|
EXHIBIT 1
AMENDMENT NO. 1
TO
ASSET PURCHASE AGREEMENT
This Amendment No. 1 (this "Amendment") to the Asset Purchase Agreement
(as defined below), dated November 17, 2009, is entered into by and among Ivivi
Technologies, Inc., (the "Company"), Ivivi Technologies, LLC (the "Buyer") and
Ajax Capital LLC ("Ajax"). Capitalized terms used and not defined herein shall
have the meanings assigned to them in the Asset Purchase Agreement.
WHEREAS, the Company, the Buyer and Ajax have entered into that certain
Asset Purchase Agreement, dated September 24, 2009 (the "Asset Purchase
Agreement"), pursuant to which, at the Closing, and subject to the terms and
conditions of the Asset Purchase Agreement, the Company agreed to sell to the
Buyer the Acquired Assets and the Buyer agreed to purchase from the Company the
Acquired Assets for an amount equal to the Purchase Price and the assumption of
the Assumed Liabilities;
WHEREAS, in light of the current financial condition of the Company, prior
to the Closing, the Company is seeking to borrow from the Buyer from time to
time certain advances, which shall be deemed advanced payments of the Purchase
Price payable to the Company at the Closing pursuant to the Asset Purchase
Agreement;
WHEREAS, the Company and the Buyer wish and agree to amend the Asset
Purchase Agreement as contemplated by the terms and subject to the conditions of
this Amendment.
NOW, THEREFORE, in consideration of the terms and conditions herein
contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
1. Amendment to Section 2.1 (Payment of Purchase Price) of the Asset
Purchase Agreement. Each of the Company, the Buyer and Ajax hereby agrees to
amend and supplement Section 2.1 of the Asset Purchase Agreement by deleting it
in its entirety and adding the following instead:
"SECTION 2.1. PAYMENT OF PURCHASE PRICE.
(A) SUBJECT TO THAT CERTAIN CLOSING AGREEMENT, OF EVEN DATE HEREWITH, BY
AND AMONG THE COMPANY, THE BUYER, STEVEN M. GLUCKSTERN ("SMG"),
KATHRYN CLUBB ("CLUBB"), EMIGRANT AND EMIGRANT MORTGAGE COMPANY,
INC. ("EMC") (THE "CLOSING AGREEMENT"), AT THE CLOSING, UPON THE
TERMS AND SUBJECT TO THE CONDITIONS OF THIS AGREEMENT, THE BUYER
SHALL PAY THE COMPANY, BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE
FUNDS, AN AGGREGATE AMOUNT EQUAL TO THE SUM OF (I) THE AMOUNT
NECESSARY TO PAY IN FULL THE PRINCIPAL OF, AND ACCRUED INTEREST ON,
THE COMPANY'S INDEBTEDNESS OWED TO EMIGRANT PLUS (II) $475,000 MINUS
(III) THE AGGREGATE AMOUNT OF ALL ADVANCED PAYMENTS (AS DEFINED
BELOW), IF ANY; PROVIDED, HOWEVER, THAT THE SUM OF THE AMOUNTS
SPECIFIED IN CLAUSES (I) AND (II) SHALL IN NO EVENT EXCEED THREE
MILLION ONE HUNDRED AND FIFTY THOUSAND DOLLARS ($3,150,000) (THE
"PURCHASE PRICE").
1
(B) THE BUYER AGREES TO MAKE AVAILABLE TO THE COMPANY, FROM TIME TO TIME
DURING THE PERIOD BEGINNING ON NOVEMBER 17, 2009 AND ENDING ON THE
EARLIER OF (I) THE TERMINATION OF THIS AGREEMENT (A "PRE-CLOSING
TERMINATION") AND (II) THE CLOSING, AT THE COMPANY'S REQUEST, CASH
ADVANCES IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED THREE
HUNDRED THOUSAND DOLLARS ($300,000) (EACH AN "ADVANCED PAYMENT"). IN
THE EVENT A PRE-CLOSING TERMINATION OCCURS, ANY AND ALL OF THE
OUTSTANDING ADVANCED PAYMENTS (TOGETHER WITH ACCRUED INTEREST
THEREON) SHALL BECOME DUE IMMEDIATELY, AND, SUBJECT TO THE
SUBORDINATION AGREEMENT (AS DEFINED BELOW) SHALL BE REPAID BY THE
COMPANY AS SOON AS PRACTICABLE FOLLOWING THE OCCURRENCE OF SUCH
PRE-CLOSING TERMINATION. EACH ADVANCED PAYMENT SHALL ACCRUE INTEREST
AT THE RATE OF 8% PER ANNUM FROM, AND INCLUDING, THE DATE MADE TO,
BUT EXCLUDING, THE DATE ON WHICH SUCH PRE-CLOSING TERMINATION OCCURS
(SUCH INTEREST TO BE PAID ON THE DATE OF REPAYMENT OF THE ADVANCED
PAYMENTS). ANY ADVANCED PAYMENT NOT REPAID WHEN DUE SHALL ACCRUE
INTEREST AT THE RATE OF 12% PER ANNUM FOR EACH DAY FROM THE DATE ON
WHICH A PRE-CLOSING TERMINATION OCCURS UNTIL REPAID (SUCH INTEREST
TO BE PAID ON THE DATE OF REPAYMENT OF THE ADVANCED PAYMENTS). IN
THE EVENT THE CLOSING OCCURS, ALL OF THE ADVANCED PAYMENTS
(EXCLUDING ACCRUED INTEREST) SHALL BE CREDITED, UPON CONSUMMATION OF
THE CLOSING, TOWARDS THE PURCHASE PRICE AS SET FORTH ABOVE AND THE
ADVANCED PAYMENTS SHALL BE DEEMED FULLY PAID AND NO INTEREST SHALL
BE DUE AND PAYABLE BY THE COMPANY. ALL INDEBTEDNESS OF THE COMPANY
PURSUANT TO THE ADVANCED PAYMENTS SHALL BE UNSECURED AND SHALL BE
SUBORDINATED IN RIGHT OF PAYMENT TO ALL INDEBTEDNESS FOR BORROWED
MONEY OF THE COMPANY TO EMIGRANT AS CONTEMPLATED BY THAT CERTAIN
SUBORDINATION AGREEMENT OF EVEN DATE HEREWITH AMONG THE COMPANY,
EMIGRANT AND THE BUYER (THE "SUBORDINATION AGREEMENT").
(C) EACH REQUEST BY THE COMPANY FOR AN ADVANCED PAYMENT SHALL BE IN
INCREMENTS OF TWENTY FIVE THOUSAND DOLLARS ($25,000) AND SHALL BE
MADE BY DELIVERY OF A WRITTEN NOTICE TO THE BUYER (A "PAYMENT
REQUEST") NOT LATER THAN 11:00 A.M., NEW YORK CITY TIME, TWO (2)
BUSINESS DAYS PRIOR THE DATE OF THE PROPOSED ADVANCED PAYMENT. EACH
PAYMENT REQUEST SHALL BE IRREVOCABLE AND SHALL CONTAIN THE
FOLLOWING:
I. THE AMOUNT OF SUCH ADVANCED PAYMENT;
II. THE DATE OF THE PROPOSED ADVANCED PAYMENT (WHICH SHALL BE A BUSINESS
DAY NO LESS THAN TWO (2) BUSINESS DAYS AFTER THE DATE THE PAYMENT
REQUEST IS RECEIVED BY THE BUYER; AND
III. THE COMPANY'S WIRE INSTRUCTIONS."
2. Amendment to Article IV (Covenants and Agreements) of the Asset
Purchase Agreement. Each of the Company and the Buyer agrees to amend and
supplement Article VI of the Asset Purchase Agreement by adding the following at
the end of Article VI:
2
"SECTION 6.16. USE OF PROCEED OF ADVANCED PAYMENTS. THE COMPANY AGREES TO
USE THE PROCEEDS OF ANY ADVANCED PAYMENT RECEIVED FROM THE BUYER SOLELY
FOR THE PURPOSE OF CONDUCTING ITS BUSINESS IN THE ORDINARY COURSE (AFTER
TAKING INTO CONSIDERATION THE CURRENT FINANCIAL CONDITION OF THE COMPANY)
IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT.
SECTION 6.17. PAYMENT OF PATENT APPLICATION FEES AND EXPENSES.
NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY:
(A) THE COMPANY COVENANTS AND AGREES TO PAY, NO LATER THAN NOVEMBER 24,
2009, ANY AND ALL FEES AND EXPENSES, DUE AS OF SUCH DATE, ASSOCIATED
WITH THOSE CERTAIN PATENT APPLICATIONS RELATED TO CAPSULAR
CONTRACTION, RESPIRATORY, INTEGRATED COIL AND INDUCTION COIL (THE
"PENDING PATENTS") (INCLUDING, WITHOUT LIMITATION, FEES AND EXPENSES
FOR SERVICES RENDERED TO THE COMPANY BY SCHLICH & CO. IN CONNECTION
WITH THE PENDING PATENTS); PROVIDED, HOWEVER, THAT THE COMPANY'S
LIABILITY UNDER THIS SECTION 6.17(A) SHALL NOT EXCEED AN AGGREGATE
AMOUNT OF TWELVE THOUSAND TWO HUNDRED FIFTY DOLLARS ($12,250); AND
(B) FOLLOWING SATISFACTION OF THE COMPANY'S PAYMENT OBLIGATIONS UNDER
SECTION 6.17(A) ABOVE, THE BUYER COVENANTS AND AGREES TO PAY, WHEN
DUE, ANY AND ALL OTHER FEES AND EXPENSES RELATED TO THE PENDING
PATENT; PROVIDED, HOWEVER, THAT THE BUYER'S LIABILITY UNDER THIS
SECTION 6.17(A) SHALL NOT EXCEED AN AGGREGATE AMOUNT OF TWELVE
THOUSAND TWO HUNDRED FIFTY DOLLARS ($12,250)."
3. Amendment to Section 10.2 (Expenses) of the Asset Purchase
Agreement. Each of the Company and the Buyer agrees to amend and supplement
Section 10.2 of the Asset Purchase Agreement by deleting it in its entirety and
adding the following instead:
"SECTION 10.2. EXPENSES. WHETHER OR NOT THE TRANSACTION IS CONSUMMATED,
ALL COSTS AND EXPENSES INCURRED IN CONNECTION WITH THE TRANSACTION, THIS
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE PAID BY THE
PARTY INCURRING OR REQUIRED TO INCUR SUCH EXPENSES, EXCEPT EXPENSES
INCURRED IN CONNECTION WITH THE PRINTING, FILING AND MAILING OF THE PROXY
STATEMENT (INCLUDING APPLICABLE SEC FILING FEES) SHALL BE BORNE ONE-HALF
BY THE COMPANY AND ONE-HALF BY THE BUYER; PROVIDED, HOWEVER, THAT THE
COMPANY AGREES TO REIMBURSE THE BUYER AND AJAX FOR ALL COSTS AND EXPENSES
(INCLUDING LEGAL FEES AND EXPENSES) INCURRED OR REQUIRED TO BE INCURRED BY
THE BUYER AND AJAX AS CONTEMPLATED BY THIS SECTION 10.2, BUT IN NO EVENT
SHALL THE COMPANY BE OBLIGATED TO PAY THE BUYER AND AJAX MORE THAN AN
AGGREGATE AMOUNT EQUAL TO 50% OF THE AGGREGATE ADVANCED PAYMENTS RECEIVED
BY THE COMPANY PURSUANT TO SECTION 2.1 OF THIS AGREEMENT, LESS ANY
INTEREST PAYMENT PAID TO THE BUYER AND/OR AJAX, IF ANY; FURTHER, PROVIDED,
THAT ALL COSTS AND EXPENSES (INCLUDING LEGAL FEES AND EXPENSES) INCURRED
BY THE BUYER AND AJAX IN CONNECTION WITH AMENDMENT NO. 1 TO THIS AGREEMENT
UP TO $20,000 SHALL BE PAID OR REIMBURSED BY THE COMPANY. NOTWITHSTANDING
THE FOREGOING, THE BUYER AND AJAX UNDERSTAND AND AGREE THAT ANY AMOUNTS
DUE FROM THE COMPANY PURSUANT TO THIS SECTION 10.2 SHALL RANK PARI-PASSU
WITH OTHER TRADE PAYABLES OF THE COMPANY AND SHALL BE PAID AT SUCH TIME AS
OTHER CREDITORS OF THE COMPANY ARE PAID IN THE ORDINARY COURSE. "
3
4. Effect on the Asset Purchase Agreement. Except as explicitly set
forth in this Amendment, all the terms and conditions of the Asset Purchase
Agreement shall continue to be in full force and effect thereafter as if this
Amendment had never been entered into.
5. Governing Law. This Amendment shall be governed by the laws of the
state of New York without giving effect to the principles of conflicts of laws
thereof.
6. Counterparts. This Amendment may be executed in one or more
counterparts (including by facsimile or electronic mail), all of which shall be
considered one and the same agreement and shall become effective when one or
more counterparts have been signed by each of the parties and delivered to the
other parties.
7. WAIVER OF JURY TRAIL; SUBMISSION TO JURISDICTION. EACH OF THE
PARTIES HERETO AGREES, AFTER CONSULTATION WITH COUNSEL, TO WAIVE ANY RIGHTS TO A
JURY TRIAL TO RESOLVE ANY DISPUTES OR CLAIMS RELATING TO THIS AMENDMENT. EACH
PARTY HERETO HEREBY IRREVOCABLY CONSENTS TO THE JURISDICTION OF THE COURTS OF
THE STATE OF NEW YORK LOCATED IN THE COUNTY OR NEW YORK AND OF THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK LOCATED IN THE BOROUGH OF
MANHATTAN IN ANY ACTION TO ENFORCE, INTERPRET OR CONSTRUE ANY PROVISION OF THIS
AMENDMENT.
[SIGNATURES FOLLOW]
4
IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the
date first above written.
IVIVI TECHNOLOGIES, INC.
By: /s/ Andre' DiMino
-------------------------------
Name: Andre' DiMino
Title: Executive Vice President
|
IVIVI TECHNOLOGIES, LLC
By: /s/ Steven M. Gluckstern
-------------------------------
Name: Steven M. Gluckstern
Title: Managing Member
|
AJAX CAPITAL LLC
By: /s/ Steven M. Gluckstern
-------------------------------
Name: Steven M. Gluckstern
Title: Managing Member
|
5
EXHIBIT 2
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (this "AGREEMENT") is made as of January 5,
2010, by and among Ivivi Technologies, Inc. a New Jersey corporation (the
"COMPANY"), Ivivi Technologies, LLC, a Delaware limited liability company (the
"BUYER") and the other parties listed on the signature pages hereto (each, a
"SHAREHOLDER" and collectively, the "SHAREHOLDERS"). Capitalized terms used but
not otherwise defined herein shall have the respective meanings ascribed to such
terms in the Voting Agreement (as defined below).
WHEREAS, the Company, Buyer and Stockholders are parties to that certain
Voting Agreement (the "VOTING AGREEMENT"), dated as of September 24, 2009; and
WHEREAS, in connection with that certain Memorandum of Understanding,
dated January 5, 2010, by and among Law Offices of James V. Bashian, P.C. Gardy
& Notis, LLP, Lowenstein Sandler P.C. and Ferro Labella & Zucker LLC, the
Company, Buyer and Stockholders desire to terminate the Voting Agreement,
effective as of the date hereof.
NOW, THEREFORE, in consideration of the foregoing premises, the mutual
covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, hereby agree as follows:
1. TERMINATION. The Voting Agreement is hereby terminated in all
respects and the parties thereto shall have no further obligations to each other
thereunder.
2. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement by
and among the parties hereto with respect to the subject matter hereof, there
being no other written, oral or other agreements or understanding between the
parties regarding the subject matter hereof.
3. COUNTERPARTS. This Agreement may be executed in counterparts (which
may be exchanged by facsimile), each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
IVIVI TECHNOLOGIES, INC.
By: /s/ Andre' A. DiMino
----------------------------
Name: Andre' A. DiMino
Title: Executive Vice President
|
IVIVI TECHNOLOGIES, LLC
By: /s/ Steven M. Gluckstern
----------------------------
Name: Steven M. Gluckstern
Title: Managing Member
|
ADM TRONICS UNLIMITED, INC.
By: /s/ Andre' A. DiMino
----------------------------
Name: Andre' A. DiMino
Title: President
/s/ Andre' A. DiMino
----------------------------
Andre A. DiMino
/s/ David Saloff
----------------------------
David Saloff
/s/ Arthur Pilla, Ph.D.
----------------------------
Arthur Pilla, Ph.D.
/s/ Berish Strauch, M.D.
----------------------------
Berish Strauch, M.D.
|
/s/ Sean Hagberg, Ph.D.
----------------------------
Sean Hagberg, Ph.D.
/s/ Ed Hammel
----------------------------
Ed Hammel
|
KENNETH S. ABRAMOWITZ & CO.
By: /s/ Kenneth S. Abramowitz
----------------------------
Name: Kenneth S. Abramowitz
Title: President
|
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