- Current report filing (8-K)
October 12 2010 - 8:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported):
October 5,
2010
TechniScan, Inc.
(Exact name of registrant as
specified in its charter)
Delaware
|
|
333-143236
|
|
27-1093363
|
(State or other
jurisdiction
|
|
(Commission
|
|
(I.R.S. Employer
|
of incorporation)
|
|
File Number)
|
|
Identification No.)
|
3216 South
Highland Drive, Suite 200,
Salt Lake City, Utah
|
|
84106
|
(Address of principal
executive offices)
|
|
(Zip Code)
|
Registrants
telephone number, including area code:
(801) 521-0444
Not Applicable
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:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item
1.01 Entry into a Material Definitive Agreement
TechniScan
Inc., a Delaware corporation (the Company) has entered into amendments (the Note
Amendments), effective as of October 5, 2010, to extend the maturity date
of all of its senior secured convertible promissory notes (the Notes) from October 8,
2010 to October 14, 2010. All other terms under the Notes remain in
full force and effect.
The
Company also amended the Note and Warrant Purchase Agreement (the Note and
Warrant Purchase Amendment) and the Registration Rights Agreement (Registration
Rights Amendment), effective as of October 5, 2010. The Note and Warrant Purchase Amendment
extended the date that the Company was required to be registered under Section 12(g) of
the Exchange Act of 1934, as amended, from October 8, 2010 to October 14,
2010. The Registration Rights Amendment
extended the date the date the Company was to have an effective registration
statement on file with the SEC from October 8, 2010 to October 14,
2010.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information provided in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 2.03.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits
Exhibit 10.1 Third Amendment to
the Registration Rights Agreement dated as of October 5, 2010 by and
between TechniScan, Inc. and Biotex Pharma Investments, LLC on behalf of
all the stockholders party thereto.
Exhibit 10.2 Third Amendment to
the Note and Warrant Purchase Agreement dated as of October 5, 2010 by and
between TechniScan, Inc. and Biotex Pharma Investments, LLC, on behalf of
all the stockholders party thereto.
Exhibit 10.3 Form of Amendment to Senior Secured
Convertible Promissory Note of the Company.
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.
|
TechniScan, Inc.
|
|
|
|
October 11,
2010
|
By:
|
Steven K. Passey
|
|
|
Name: Steven K.
Passey
|
|
|
Title: Chief
Financial Officer
|
3
Exhibit Index
Exhibit No.
|
|
Description
|
10.1
|
|
Third Amendment to the
Registration Rights Agreement dated October 5, 2010 by and between
TechniScan, Inc. and Biotex Pharma Investments, LLC on behalf of all the
stockholders party thereto.
|
|
|
|
10.2
|
|
Third Amendment to the Note and
Warrant Purchase Agreement dated October 5, 2010 by and between
TechniScan, Inc. and Biotex Pharma Investments, LLC, on behalf of all
the stockholders party thereto.
|
|
|
|
10.3
|
|
Form of Amendment to Senior
Secured Convertible Promissory Note of the Company.
|
4
TechniScan (CE) (USOTC:TSNI)
Historical Stock Chart
From Mar 2025 to Apr 2025
TechniScan (CE) (USOTC:TSNI)
Historical Stock Chart
From Apr 2024 to Apr 2025