Current Report Filing (8-k)
April 06 2018 - 11:48AM
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):
March 30, 2018
AVANT
DIAGNOSTICS, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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000-54004
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98-0599151
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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1050
30th Street NW Suite 107
Washington,
D.C. 20007
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code:
(732) 410-9810
217
Perry Parkway, Suite 8
Gaithersburg,
MD 20877
(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):
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item
1.01 Entry into a Material Definitive Agreement
Item
2.01 Completion of Acquisition or Disposition of Assets
Item
3.02
Unregistered Sales of Equity Securities.
On
March 30, 2018, Avant Diagnostics, Inc. entered into an Asset Purchase Agreement (the "
Purchase Agreement
") with
Amarantus Bioscience Holdings, Inc., a Nevada corporation ("
AMBS
") pursuant to which the Company sold all intellectual
property related to its MSPrecise®, Lympro®, and NuroPro® assets to AMBS in exchange for, among other things, the
following: (i) cancellation of all principal, interest and other amounts owed to AMBS pursuant to those certain promissory notes
issued on February 28, 2016 (which was assumed by the Company in connection with that certain asset purchase agreement, dated
May 11, 2016, by and between the Company and Theranostics Health, Inc.) and March 7, 2016 (of which $100,000 has been paid to
date), (ii) assumption by AMBS of $322,500 of contingent liabilities assumed by the Company pursuant to the terms of that certain
share exchange agreement, dated May 11, 2016, by and between the Company and AMBS (the “
Exchange Agreement
”),
(iii) the issuance by AMBS of 1,000,000 shares of its common stock to the Company, subject to a lock-up period substantially similar
to the lock-up period described below and (iv) the issuance of approximately 30,092,743 shares by the Company to AMBS in satisfaction
of all remaining amounts owed to AMBS pursuant to the terms of the Exchange Agreement, subject to the lockup period described
below (the “
Transaction
”). The Transaction closed upon the execution of the Purchase Agreement.
The
Purchase Agreement includes customary representations, warranties and covenants of the Company, and AMBS made solely for the benefit
of the parties to the Purchase Agreement. The assertions embodied in those representations and warranties were made solely for
purposes of the contract among the Company and AMBS and may be subject to important qualifications and limitations agreed to by
the Company and AMBS in connection with the negotiated terms. Moreover, some of those representations and warranties may not be
accurate or complete as of any specified date, may be subject to a contractual standard of materiality different from those generally
applicable to stockholders or may have been used for purposes of allocating risk among the Company and AMBS rather than establishing
matters as facts. Persons not party to the Purchase Agreement, including, without limitation, the Company's shareholders and other
investors, should not rely on the representations, warranties and covenants in the Purchase Agreement or any description thereof
as characterizations of the actual state of facts of the Company and AMBS or any of their respective subsidiaries or affiliates.
The
Company issued an aggregate consideration of 30,092,743 shares of its common stock for the Transaction (the "
Consideration
").
Each share of Company common stock received in connection with the Transaction shall be subject to a lock-up beginning on the
Effective Date and ending on the earlier of (i) eighteen (18) months after such date or (ii) a Change in Control (as
defined in the Purchase Agreement) or (iii) written consent of the Company, at the Company's sole discretion.
The
Consideration described above was not registered under the Securities Act of 1933, as amended (the "
Securities Act
"),
or the securities laws of any state, and were offered and sold in reliance on the exemption from registration afforded by Section
4(a)(2) or other appropriate exemptions promulgated under the Securities Act. This current report shall not constitute an offer
to sell or the solicitation of an offer to buy, nor shall such securities be offered or sold in the United States absent registration
or an applicable exemption from the registration requirements and certificates evidencing such securities contain a legend stating
the same.
The
foregoing information is a summary of the agreement involved in the transactions described above, is not complete, and is qualified
in its entirety by reference to the full text of such agreement, a copy of which is attached as an exhibit to this Current Report
on Form 8-K. Readers should review such agreement for a complete understanding of the terms and conditions associated with this
transaction.
Item
9.01. Financial Statements and Exhibits.
(b)
Pro Forma Financial Information.
To
the extent required by this item, the unaudited pro forma financial information required by this item will be filed by amendment
to this Current Report on Form 8-K within 71 calendar days after the date on which this Current Report is required to be filed.
(c)
Exhibits. The following exhibits are filed with this report:
*
Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish the omitted schedules to the
Securities and Exchange Commission upon request by the Commission.
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.
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AVANT
DIAGNOSTICS, INC.
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Dated:
April 6, 2018
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By:
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/s/
Scott VanderMeer
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Scott
VanderMeer
Interim Chief Financial Officer
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