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:
☑
Preliminary
Information Statement
☐
Confidential,
for Use of the Commission Only (as permitted by Rule
14a-5(d)(2))
☐
Definitive
Information Statement
MEDITE CANCER DIAGNOSTICS,
INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment
of Filing Fee (Check the appropriate box):
☐
Fee computed on
table below per Exchange Act Rules 14a-6(i)(1) 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:
☐
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.:
MEDITE CANCER DIAGNOSTICS, INC.
10524 Moss Park Rd. Ste-204-357
Orlando, FL 32832
(407) 996-9630
Notice of Action by Written
Consent of Shareholders
Dear Stockholder:
MEDITE Cancer Diagnostics, Inc., a Delaware
corporation. (the “Company”), hereby notifies our
stockholders of record on [_____], 2019, that stockholders holding
approximately 54.8% of the voting power have approved, by written
consent in lieu of a special meeting on February 28, 2019 t
o
amend our Certificate of Incorporation to increase the number of
authorized shares of common stock, $.001 par value per share, from
200,000,000 to 10,000,000,000.
This
Information Statement is first being mailed to our stockholders of
record as of the close of business on March [__], 2019. The actions
contemplated herein will not be effective until March [__], 2019, a
date which is at least 20 days after the date on which this
Information Statement is first mailed to our stockholders of
record. You are urged to read the Information Statement in its
entirety for a description of the action taken by the majority
stockholders of the Company.
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
The
corporate actions are taken by consent of the holders of a majority
of the shares outstanding, and pursuant to Delaware law and the
Company’s bylaws that permit holders of a majority of the
voting power to take a stockholder action by written consent.
Proxies are not being solicited because stockholders holding
approximately 54.8% of the issued and outstanding voting capital
stock of the Company hold more than enough shares to effect the
proposed action and have voted in favor of the proposal contained
herein.
Exhibit A:
Amendment to
the Company’s Certificate of
Incorporation
/s/ Elmar A. Dave
President and CEO
March [__], 2019
MEDITE
CANCER DIAGNOSTICS, INC.
10524 Moss Park Rd. Ste-204-357
Orlando, FL 32832
(407) 996-9630
INFORMATION
STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND
US A PROXY.
General Information
This
Information Statement is being furnished to the stockholders of
MEDITE Cancer Diagnostics, Inc., a Delaware corporation (the
“Company”), in connection with the adoption of an
Amendment to our Certificate of Incorporation increasing our
authorized common stock, par $0.001, from 200,000,000 to
10,000,000,000 shares (the “Amendment”), by written
consent of our Board of Directors and the holders of a majority of
our issued and outstanding voting securities in lieu of a special
meeting. On February 28, 2019, our Board of Directors approved and,
on February 28, 2019, the holders of a majority of our voting
capital stock approved the Amendment. We will, following the
expiration of the 20 day period mandated by Rule 14C of the
Exchange Act and the provisions of the Delaware General Corporation
Law, file the Amendment with the Delaware Secretary of State. The
Amendment will become effective upon such filing and we anticipate
that such filing will occur approximately 20 days after this
Information Statement is first mailed to our
stockholders.
Voting Securities
As of
the date of this Information Statement, our voting securities
consist of our Common Stock, of which 86,196,700 shares are
outstanding, and 19,022 shares of Series E preferred stock, par
value $0.001 (“Preferred Stock”, and collectively with
the Common Stock, the “Voting Stock”) that vote on an
as-converted basis. Approval of the Amendment requires the
affirmative consent of a majority of the shares of our Voting Stock
issued and outstanding at February 28, 2019. The quorum necessary
to conduct business of the stockholders consisted of a majority of
the Voting Stock issued and outstanding as of February 28,
2019.
Stockholders who
beneficially own (i) approximately 54.8% of the issued and
outstanding Voting Stock are the “Consenting
Stockholders.” The Consenting Stockholders have the power to
vote 54.8% of our Common Stock, which number exceeds the majority
of the issued and outstanding shares of our Common Stock on the
date of this Information Statement. The Consenting Stockholders
have consented to the proposed action set forth herein and had and
have the power to pass the proposed corporate actions without the
concurrence of any of our other stockholders.
The
approval of these actions by written consent is made possible by
Section 228 of the Delaware General Corporation Law, which provides
that the written consent of the holders of outstanding shares of
voting 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,
may be substituted for such a meeting. In order to eliminate the
costs involved in holding a special meeting, our Board of Directors
elected to utilize the written consent of the holders of more than
a majority of our voting securities.
This
Information Statement will be mailed on or about March [__], 2019,
to stockholders of record as of [__________], 2019 (“Record
Date”), and is being delivered to inform you of the corporate
actions described herein before such actions take effect in
accordance with Rule 14c-2 of the Securities Exchange Act of
1934.
The
entire cost of furnishing this Information Statement will be borne
by the Company. We will request brokerage houses, nominees,
custodians, fiduciaries and other like parties to forward this
Information Statement to the beneficial owners of our voting
securities held of record by them, and we will reimburse such
persons for out-of-pocket expenses incurred in forwarding such
material.
Dissenters’ Right of Appraisal
The
Delaware General Corporation Law does not provide for
dissenter’s rights of appraisal in connection with the
proposed actions nor have we provided for appraisal rights in our
Certificate of Incorporation or Bylaws.
AMENDMENT TO OUR CERTIFICATE OF INCORPORATION
TO EFFECT AN INCREASE IN THE NUMBER OF AUTHORIZED SHARES OF OUR
COMMON STOCK
Our
Board of Directors and Consenting Stockholders have approved and
adopted an amendment to the Company’s Certificate of
Incorporation to effect an increase number of authorized shares of
the Company’s Common Stock from 200,000,000 to
10,000,000,000.
Purpose and Effect of the Proposed Amendment
The
proposed increase in the number of authorized shares of Common
Stock is necessary in order to provide flexibility to issue shares
for general corporate purposes that may be identified in the future
including, but not limited to, funding the acquisition of other
companies, raising equity capital through the issuance of shares of
Common Stock, Preferred Stock or debt or equity securities
convertible or exercisable into shares of Common Stock, having a
sufficient number of authorized shares to cover the convertible
notes outstanding, or in the case of Common Stock, adopting
additional employee benefit plans or reserving additional shares
for issuance under existing plans. No additional action or
authorization by stockholders would be necessary prior to the
issuance of such additional shares, unless required by applicable
law or the rules of any stock exchange or national securities
association trading system on which our Common Stock is then listed
or quoted. Examples of circumstances in which further stockholder
authorization generally would be required for issuance of such
additional shares include (a) transactions that would result in a
change of control of the Company, and (b) adoption of, increases in
shares available under, or material changes to equity compensation
plans. We have no current plans, proposals or arrangements to
engage in any corporate transactions that would require the
issuance of the additional shares being authorized pursuant to this
proposal.
The
additional authorized shares would become part of the existing
class of Common Stock, and the amendment would not affect the terms
of the outstanding Common Stock or the rights of the holders of the
Common Stock. The Company stockholders do not have preemptive
rights with respect to our Common Stock. Should the Board of
Directors elect to issue additional shares of Common Stock,
existing stockholders would not have any preferential rights to
purchase such shares. Therefore, additional issuances of Common
Stock could have a dilutive effect on the earnings per share,
voting power and shareholdings of current
stockholders.
Anti−takeover Provisions
We are
not introducing this proposal with the intent that it be utilized
as a type of anti−takeover device. However, this action
could, under certain circumstances, have an anti−takeover
effect. For example, in the event of a hostile attempt to acquire
control of the Company, we could seek to impede the attempt by
issuing shares of Common Stock or Preferred Stock, which would
effectively dilute the voting power of the other outstanding shares
and increase the potential cost to acquire control of the Company.
Further, we could issue additional shares in a manner that would
impede the efforts of stockholders to elect directors other than
those nominated by the then current Board of Directors. These
potential effects of the proposed increase in the number of
authorized shares could limit the opportunity for the Company
stockholders to dispose of their shares at the higher price
generally available in takeover attempts or to elect directors of
their choice. We have no current plans or proposals to enter into
any other arrangement that could have material anti−takeover
consequences.
Certificate of Incorporation and Bylaws
Other
provisions of the Company’s Certificate of Incorporation and
bylaws may have the effect of deterring unsolicited attempts to
acquire a controlling interest in the Company or impeding changes
in our management. Preferred Stock may be issued in the future in
connection with acquisitions, financings, or other matters, as the
Board of Directors deems appropriate. In the event that we
determine to issue any shares of Preferred Stock, a certificate of
designation containing the rights, privileges, and limitations of
this series of Preferred Stock will be filed with the Secretary of
State of the State of Delaware. The effect of this Preferred Stock
designation power is that our Board of Directors alone, subject to
Federal securities laws, applicable blue sky laws, and Delaware
law, may be able to authorize the issuance of Preferred Stock which
could have the effect of delaying, deferring, or preventing a
change in control of the Company without further action by our
stockholders, and may adversely affect the voting and other rights
of the holders of
our Common
Stock.
Our
Certificate of Incorporation does not provide our stockholders with
cumulative voting rights.
We are
not aware of any attempt to take control of the Company and are not
presenting this proposal with the intent that it be utilized as a
type of anti−takeover device. The proposal is being made at
this time to make available a sufficient number of shares of Common
Stock to meet the Company’s current potential obligations to
issue Common Stock and to provide us with greater flexibility to
issue shares for general corporate purposes that may be identified
in the future.
VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS
The
following table sets forth, as of February28, 2019, certain
information concerning the beneficial ownership of Common Stock by
(i) each person known by the company to be the owner of more than
5% of the outstanding Common Stock, (ii) each director, (iii) our
executive officers, and (iv) all directors and executive officers
as a group. In general, “beneficial ownership” includes
those shares a director or executive officer has the power to vote
or the power to transfer, and stock options and other rights to
acquire Common Stock that are exercisable currently or become
exercisable within 60 days. Except as indicated otherwise, the
persons named in the table below have sole voting and investment
power with respect to all shares shown as beneficially owned by
them. The calculation of the percentage owned is based on
86,196,700 shares outstanding.
Except
as otherwise indicated, the address of each person is c/o MEDITE
Cancer Diagnostics, Inc.,
10524 Moss Park Rd. Ste-204-357, Orlando FL
82832.
|
Shareholder
|
|
|
|
|
|
|
|
Austin
Lewis
|
Director
|
38,824,496
|
38,820,000
|
312,597
|
77,957,093
|
(1)
|
45.04
%
|
|
Greg
Fortunoff
|
Director
|
1,623,333
|
2,398,974
|
512,821
|
4,535,128
|
(2)
|
1.88
%
|
|
John
Abeles
|
Director
|
1,566,851
|
1,373,333
|
216,750
|
3,156,934
|
(3)
|
1.82
%
|
|
Joel
Kanter
|
Director
|
833,333
|
372,781
|
169,724
|
1,375,838
|
(4)
|
0.97
%
|
|
Elmar
Dave
|
Director
& Officer
|
0
|
0
|
-
|
0
|
|
0.00
%
|
|
Jeff
Rencher
|
Officer
|
666,667
|
666,667
|
-
|
1,333,334
|
(5)
|
0.77
%
|
|
Bigger
Capital Fund, LP
|
Shareholder
|
8,469,333
|
8,469,333
|
-
|
16,986,666
|
(6)
|
9.85
%
|
|
Michael
Ott
|
Shareholder
|
7,500,000
|
-
|
-
|
7,500,000
|
|
8.70
%
|
|
Michaela
Ott
|
Shareholder
|
7,500,000
|
-
|
-
|
7,500,000
|
|
8.70
%
|
|
GPB
Debt
|
Institution
|
-
|
8,240,615
|
4,120,308
|
12,360,923
|
(7)
|
9.56
%
|
|
|
|
|
|
|
|
|
|
Total
|
|
67,008,013
|
60,365,703
|
5,332,200
|
132,705,916
|
|
77.74
%
|
All beneficial owners and management as a group
(10 persons)
|
|
|
|
|
(1)
Includes:
38,820,000 of convertible notes, convertible at $0.075 per share,
105,194 of convertible debt, convertible at $0.30 per share and
260,000 warrants to purchase shares of common stock at an exercise
price of $0.50 a share related to the issuance of secured
promissory notes issued on December 31, 2015 and 52,597 convertible
warrants to purchase common stock at an exercise price of
$0.30.
(2)
Includes:
1,623,333 of convertible notes, convertible at $0.075 per share,
1,025,641 of convertible debt, convertible at $0.30 per share and
512,821 convertible warrants to purchase common stock at an
exercise price of $0.30.
(3)
Includes:
192,518 shares owned by Northlea Partners, Ltd., of which Dr.
Abeles is General Partner; and (ii) 1000 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. Includes 1,066,667 of
convertible notes, convertible at $0.075 per share, Includes 28,000
warrants to purchase shares of common stock at exercise prices
between $4.00 and $6.00 for Mr. Abeles and 33,750 to Northlea
Partners with similar terms. Includes Northlea Partners 75,000
warrants to purchase shares of common stock at an exercise price of
$0.80 a share related to the secured promissory notes dated May 26,
2016 and 80,000 warrants to purchase common stock at an exercise
price of $0.50.
(4)
Includes 100,000 shares purchased
by the Kanter Family Foundation, 200,000 shares purchased by
Chicago Investments, Inc., 200,000 purchased by CIBC Trust Co.
Limited as trustee of St Johns J1 Decendants Trust and 333,333
shares received through the purchase of convertible notes. Includes
1,373,333 of convertible notes, convertible at $0.075 per share,
39448 of convertible debt, convertible at $0.30 per share and
512,821 convertible warrants to purchase common stock at an
exercise price of $0.30.
Includes: 169,724 warrants convertible warrants to
purchase common stock at an exercise price of
$0.30.
(5)
Includes:
666,667of convertible notes, convertible at $0.075 per
share.
(6)
Includes:
8,469,333 of convertible notes, convertible at $0.075 per
share.
(7)
Includes:
8,240,615 of convertible debt, convertible at $0.30 per share and
4,120,308 convertible warrants to purchase common stock at an
exercise price of $0.30.
Series E Convertible Preferred Stock
The following table sets forth certain information with respect to
holdings of our Series E Convertible Preferred Stock by (i) each
person known by us to be the beneficial owner of more than 5% of
the total number of shares of the Company’s Series E
Convertible Preferred Stock outstanding as of such date, (ii) each
of our directors and executive officers, and (iii) all directors
and executive officers as a group.
|
Name and Address of Beneficial Owner
(1)
|
Amount and
Nature
of
Beneficial
Ownership
(2)
|
|
|
Kevin F. Flynn June
1992 Non-Exempt Trust
120 South LaSalle
Street
Chicago, IL
60602
|
464
|
(3)
|
35.03
%
|
|
|
|
|
|
|
Rolf
Lagerquist
4522 CO Road 21
NE
Elgin, MN
55932
|
139
|
(4)
|
10.51
%
|
(1)
No
executive officers or directors own any shares of Series E
Convertible Preferred Stock.
(2)
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 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
19,022 shares of Series E Convertible Preferred Stock outstanding
as of the close of business on February 28, 2019.
(3)
Converts
into 464 shares of common stock, including shares issuable upon
payment of cumulative dividends.
(4)
Converts
into 139 shares of common stock, including shares issuable upon
payment of cumulative dividends.
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN
ADDRESS
Only
one Information Statement is being delivered to multiple security
holders sharing an address unless the Company has received contrary
instructions from one or more of its security holders. The Company
undertakes to deliver promptly upon written or oral request a
separate copy of the Information Statement to a security holder at
a shared address to which a single copy of the documents was
delivered and provide instructions as to how a security holder can
notify the Company that the security holder wishes to receive a
separate copy of the Information Statement.
Security holders
sharing an address and receiving a single copy may request to
receive a separate Information Statement at MEDITE Cancer
Diagnostics, Inc., 1
0524 Moss Park Rd.
Ste-204-357, Orlando, FL 32832.
Security holders sharing an
address can request delivery of a single copy of the Information
Statement if they are receiving multiple copies may also request to
receive a separate Information Statement at MEDITE Cancer
Diagnostics, Inc., 1
0524 Moss Park Rd.
Ste-204-357, Orlando, FL 32832
. Our telephone number is
(480) 996-9630.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF
1934
Section
16(a) of the Securities Exchange Act of 1934, as amended, requires
that our directors and executive officers, and persons who own more
than ten percent (10%) of our outstanding Common Stock, file with
the Securities and Exchange Commission (the “SEC”)
initial reports of ownership and reports of changes in ownership of
Common Stock. Such persons are required by the SEC to furnish us
with copies of all such reports they file. Specific due
dates for such reports have been established by the SEC and we are
required to disclose any failure to file reports by such
dates. We believe that during the fiscal year ended
December 31, 2018, all reports required to be filed pursuant to
Section 16(a) were filed on a timely basis.
WHERE
YOU CAN OBTAIN ADDITIONAL INFORMATION
We are
required to file annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read and
copy any document we file at the SEC’s public reference rooms
at 100 F Street, N.E, Washington, D.C. 20549. You may also obtain
copies of the documents at prescribed rates by writing to the
Public Reference Section of the SEC at 100 F Street, N.E.,
Room 1580, Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for more information on the operation of the public
reference rooms. Copies of our SEC filings are also available to
the public from the SEC’s web site at
www.sec.gov.
We will
provide, upon request and without charge, to each shareholder
receiving this Information Statement a copy of our filings with the
SEC and other publicly available information. A copy of any public
filing is also available, at no charge, by contacting MEDITE Cancer
Diagnostics, Inc., 1
0524 Moss Park Rd.
Ste-204-357, Orlando, FL 32832. Our telephone number is (480)
996-9630.
|
Date:
March [__], 2019
|
MEDITE Cancer Diagnostics, Inc.
|
|
|
|
|
|
By
Order of the Board of Directors
|
|
|
|
|
|
|
By:
|
/s/ Elmar A.
Dave
|
|
|
|
Elmar
A. Dave
|
|
|
|
President
and CEO
|
Exhibit
A
AMENDMENT TO MEDITE CANCER DIAGNOSTICS, INC. CERTIFICATE OF
INCORPORATION
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 increase the number of shares of the common stock,
$.001 par value per share (the “Common Stock”) that the
Corporation is authorized to issue from 200,000,000 to
10,000,000,000 and to file this Certificate of
Amendment:
Article
FOURTH of the Certificate of Incorporation shall be amended by
deleting Section 4.1 in its entirety and submitting therefor the
following:
“Section 4.1.
The total number of shares of stock which the Corporation is
authorized to issue is TEN BILLION AND TEN MILLION (10,010,000,000)
shares, comprised of TEN BILLION (10,000,000,000) shares of common
stock, par value $0.001 per share, and Ten Million (10,000,000)
shares of preferred stock, par value $0.001 per
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 ________, 2019
|
MEDITE
CANCER DIAGNOSTICS, INC.
By:
_____________________
Name:
Title:
|
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