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:
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Preliminary
Information Statement
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Confidential, for Use of the Commission Only (as permitted by
Rule 14a-5(d)(2))
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Definitive
Information Statement
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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):
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No fee
required.
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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Title
of each class of securities to which transaction
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Aggregate
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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):
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Proposed
maximum aggregate value of transaction:
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(5)
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Fee
paid previously with preliminary materials.
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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.
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Form,
Schedule or Registration Statement No.:
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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 September __, 2018, that stockholders holding approximately
53.4% of the voting power have approved, by written consent in lieu
of a special meeting on July 24, 2018 the following
proposals:
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Proposal
1
Proposal
2
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To
amend our Certificate of Incorporation to increase the number of
authorized shares of common stock, $.001 par value per share, from
100,000,000 to 200,000,000.
To effectuate a 10:1 reverse stock split (pro-rata reduction of
outstanding shares) of our issued and outstanding shares of Common
Stock.
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This
Information Statement is first being mailed to our stockholders of
record as of the close of business on September __, 2018. The
actions contemplated herein will not be effective until September
__, 2018, 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 53.4% 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 proposals contained
herein.
Exhibit A
Amendment to the
Company’s Certificate of Incorporation
/s/ Stephen Von Rump
President and CEO’
September __, 2018
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 (i) the adoption of an
Amendment to our Certificate of Incorporation increasing our
authorized common stock, par $0.001, from 100,000,000 to
200,000,000 shares (the “Amendment”), and (ii)
effectuating a 10:1 reverse split (“Reverse Split”) of
our outstanding common stock, par value $0.001(“Common
Stock”), 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 July 23, 2018, our
Board of Directors approved and, on August 23, 2018, the holders of
a majority of our voting capital stock approved the Amendment and
Reverse Split. 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. The Reverse Split shall be
effectuated at the discretion of the Board of Directors, buy not to
exceed twelve (12) months from the date that is twenty (20) days
from the date of this Information Statement.
Voting Securities
As of the date of
this Information Statement, our voting securities consist of our
Common Stock, of which
72,129,899
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 and Reverse Split requires the
affirmative consent of a majority of the shares of our Voting Stock
issued and outstanding at July 24, 2018. The quorum necessary to
conduct business of the stockholders consisted of a majority of the
Voting Stock issued and outstanding as of July 24,
2018.
Stockholders who
beneficially own (i) approximately
53.4%
of the issued
and outstanding Voting Stock are the “Consenting
Stockholders.” The Consenting Stockholders have the power to
vote
53.4%
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 September __, 2018
to stockholders of record as of September __, 2018 (“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.
PROPOSAL 1 - 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 100,000,000 to
200,000,000.
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.
PROPOSAL
2 – EFFECTUATE A 10:1 REVERSE SPLIT OF OUR OUTSTANDING COMMON
STOCK
The
Board of Directors and Consenting Stockholders approved a
resolution to effectuate a 10:1 reverse stock
split. Under this reverse stock split each 10 shares of
our Common Stock will be automatically converted into 1 share of
Common Stock. To avoid the issuance of fractional shares
of Common Stock, the Company will issue an additional share to all
holders of fractional shares. The effective date of the
Reverse Split will be at the discretion of the Board of Directors,
but not to exceed twelve (12) months from date that is twenty (20)
days after the filing date of this Information
Statement.
PLEASE NOTE THAT THE REVERSE SPLIT WILL NOT CHANGE YOUR
PROPORTIONATE EQUITY INTERESTS IN THE COMPANY, EXCEPT AS MAY RESULT
FROM THE ISSUANCE OR CANCELLATION OF SHARES PURSUANT TO THE
FRACTIONAL SHARES.
PLEASE NOTE THAT THE REVERSE SPLIT WILL HAVE THE EFFECT OF
SUBSTANTIALLY INCREASING THE NUMBER OF SHARES THE COMPANY WILL BE
ABLE TO ISSUE TO NEW OR EXISTING SHAREHOLDERS BECAUSE THE NUMBER OF
AUTHORIZED SHARES WILL REMAIN THE SAME WHILE THE NUMBER OF SHARES
ISSUED AND OUTSTANDING WILL BE REDUCED 10-FOLD.
Purpose and Material Effect s of the Reverse Split
The
Board of Directors believe that, among other reasons, the number of
outstanding shares of our Common Stock have contributed to a lack
of investor interest in the Company and has made it difficult to
attract new investors and potential business
candidates. As a result, the Board of Directors has
proposed the Reverse Split as one method to attract business
opportunities in the Company.
When
a company engages in a reverse stock split, it substitutes one
share of stock for a predetermined amount of shares of stock. It
does not increase the market capitalization of the company. An
example of a reverse split is the following. A company has
10,000,000 shares of common stock outstanding. Assume the market
price is $.01 per share. Assume that the company declares a 1 for 5
reverse stock split. After the reverse split, that company will
have 1/5 as many shares outstanding, or 2,000,000 shares
outstanding. The stock will have a market price of $0.05. If an
individual investor owned 10,000 shares of that company before the
split at $.01 per share,, he will own 2,000 shares at $.05 after
the split. In either case, his stock will be worth $100. He is no
better off before or after. Except that such company hopes that the
higher stock price will make that company look better and thus the
company will be a more attractive merger target for potential
business. There is no assurance that that Company's stock will rise
in price after a reverse split or that the Company shall be able to
raise any additional capital.
We
believe that the Reverse Split may improve the price level of our
Common Stock and that the higher share price could help generate
interest in the Company among investors and other business
opportunities. However, the effect of the Reverse Split upon the
market price for our Common Stock cannot be predicted, and the
history of similar stock split combinations for companies in like
circumstances is varied. There can be no assurance that the market
price per share of our Common Stock after the Reverse Split will
rise in proportion to the reduction in the number of shares of
Common Stock outstanding resulting from the Reverse Split. The
market price of our Common Stock may also be based on our
performance and other factors, some of which may be unrelated to
the number of shares outstanding.
The
Reverse Split will affect all of our stockholders uniformly and
will not affect any stockholder's percentage ownership interests in
the Company or proportionate voting power, except to the extent
that the Reverse Split results in any of our stockholders owning a
fractional share. All stockholders holding a fractional share shall
be issued an additional share. The principal effect of the Reverse
Split will be that the number of shares of Common Stock issued and
outstanding will be reduced from by a ratio of 10:1 based upon the
number of shares of Common Stock issued and outstanding at the time
of the Reverse Split.. The Reverse Split will only affect the
shares of Common Stock outstanding. The number of authorized shares
of Common Stock will not be affected.
The
Stock Split will not affect the par value of our Common Stock. As a
result, on the effective date of the Reverse Split, the stated
capital on our balance sheet attributable to our Common Stock will
be reduced to less than the present amount, and the additional
paid-in capital account shall be credited with the amount by which
the stated capital is reduced. The per share net income or loss and
net book value of our Common Stock will be increased because there
will be fewer shares of our Common Stock outstanding.
The
Reverse Split will not change the proportionate equity interests of
our stockholders, nor will the respective voting rights and other
rights of stockholders be altered. The Common Stock issued pursuant
to the Reverse Split will remain fully paid and non-assessable. The
Reverse Split is not intended as, and will not have the effect of,
a “going private transaction” covered by Rule 13e-3
under the Securities Exchange Act of 1934. We will continue to be
subject to the periodic reporting requirements of the Securities
Exchange Act of 1934.
Stockholders
should recognize that they will own fewer numbers of shares than
they presently own. While we expect that the Reverse Split will
result in an increase in the potential market price of our Common
Stock, there can be no assurance that the Reverse Split will
increase the potential market price of our Common Stock by a
multiple equal to the exchange number or result in the permanent
increase in any potential market price (which is dependent upon
many factors, including our performance and prospects). Also,
should the market price of our Common Stock decline, the percentage
decline as an absolute number and as a percentage of our overall
market capitalization may be greater than would pertain in the
absence of the Reverse Split. Furthermore, the possibility exists
that potential liquidity in the market price of our Common Stock
could be adversely affected by the reduced number of shares that
would be outstanding after the Reverse Split. In addition, the
Reverse Split will increase the number of stockholders of the
Company who own odd lots (less than 100 shares). Stockholders who
hold odd lots typically will experience an increase in the cost of
selling their shares, as well as possible greater difficulty in
effecting such sales. Consequently, there can be no assurance that
the Reverse Split will achieve the desired results that have been
outlined above.
Anti-Takeover Effects of the Reverse Split
THE OVERALL EFFECT OF THE REVERSE SPLIT MAY BE TO RENDER MORE
DIFFICULT THE ACCOMPLISHMENT OF MERGERS OR THE ASSUMPTION OF
CONTROL BY A PRINCIPAL STOCKHOLDER, AND THUS MAKE DIFFICULT THE
REMOVAL OF MANAGEMENT.
The
effective increase in our authorized shares could potentially be
used by management to thwart a take-over attempt. The
over-all effects of this proposal might be to render it more
difficult or discourage a merger, tender offer or proxy contest, or
the assumption of control by a holder of a large block of the
Company’s securities and the removal of incumbent
management. The proposal could make the accomplishment
of a merger or similar transaction more difficult, even if, it is
beneficial to shareholders. Management might use the
additional shares to resist or frustrate a third-party transaction,
favored by a majority of the independent stockholders that would
provide an above market premium, by issuing additional shares to
frustrate the take-over effort.
This
proposal is not the result of management’s knowledge of an
effort to accumulate the issuer’s securities or to obtain
control of the issuer by means of a merger, tender offer,
solicitation or otherwise. It was done as a way to attract
potential investors and conduct a financing
transaction.
Neither
the Company’s charter nor its by-laws presently contain any
provisions having anti-takeover effects and this proposal is not a
plan by management to adopt a series of amendments to the
Company’s charter or by-laws to institute an anti-takeover
provision. The Company does not have any plans or
proposals to adopt other provisions or enter into other
arrangements that may have material anti-takeover
consequences.
As
discussed above, the Reverse Split was the subject of a unanimous
vote by the Board of Directors and the vote of the Consenting
Stockholders approving the Reverse Split. There are no
rules or practices on any stock exchange that permit such exchange
to reserve the right to refuse to list or to de-list any stock
which completes a reverse stock split.
Plans, Proposals or Arrangements to Issue Newly Available Shares of
Common Stock
The
main purpose of completing this Reverse Split is to increase the
amount of shares available in order to have the ability to issue
shares and attract investors. The Company has not
entered into any agreements whereby it has agreed to issue the
newly available shares.
Fractional Shares
We
will not issue fractional certificates for post-reverse split
shares in connection with the reverse split. Instead, an additional
share shall be issued to all holders of a fractional share. To the
extent any holders of pre-reverse split shares are entitled to
fractional shares as a result of the Reverse Split, the Company
will issue an additional share to all holders of fractional
shares.
STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE AND SHOULD
NOT SUBMIT ANY CERTIFICATES WITHOUT THE LETTER OF
TRANSMITTAL.
Summary of Reverse Split
Below is a brief summary of the Reverse Split:
The issued and outstanding Common Stock shall be reduced on the
basis of one post-split share of the Common Stock for every 10
pre-split shares of the Common Stock outstanding. The consolidation
shall not affect any rights, privileges or obligations with respect
to the shares of the Common Stock existing prior to the
consolidation.
Stockholders of record of the Common Stock as of the effective date
of the Reverse Split shall have their total shares reduced on the
basis of one post-split share of Common Stock for every 10
pre-split shares outstanding.
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 August 23, 2018, 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
72,129,899
shares
outstanding as of August 23, 2018, plus any securities held by such
beneficial shareholders convertible for or convertible into shares
of Common Stock within sixty (60) days after the date of this
Information Statement.
Except
as otherwise indicated, the address of each person is c/o MEDITE
Cancer Diagnostics, Inc., 4203 SW 34th Street, Orlando, FL
32811, U.S.
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Shareholder
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Austin
Lewis
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Director
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29,771,163
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29,876,357
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312,597
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59,960,117
(1)
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47.6
%
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Greg
Fortunoff
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Director
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1,583,333
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2,608,974
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512,821
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4,705,128
(2)
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3.7
%
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John
Abeles
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Director
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1,453,703
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1,066,667
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216,750
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2,737,119
(3)
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2.2
%
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Joel
Kanter
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Director
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833,333
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372,781
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169,724
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1,375,838
(4)
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1.1
%
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Stephen
Von Rump
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Director
& Officer
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266,667
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266,667
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-
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533,333
(5)
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0.4
%
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Jeff
Rencher
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Officer
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666,667
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666,667
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-
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1,333,333
(6)
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1.1
%
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Bigger
Capital
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Shareholder
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5,333,333
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5,333,333
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-
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10,666,667
(7)
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8.5
%
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Michael
Ott
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Shareholder
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7,500,000
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-
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-
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7,500,000
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6.0
%
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Michaela
Ott
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Shareholder
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7,500,000
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-
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-
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7,500,000
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6.0
%
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GPB
Debt
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Institution
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-
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8,240,615
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4,120,308
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12,360,923
(8)
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9.8
%
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Total
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54,906,199
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48,432,061
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5,332,199
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108,672,458
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86.4
%
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All beneficial owners and management as a group
(10 persons)
(1) Includes: 29,771,163 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: 1,583,333 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 Descendants Trust
and 333,333 shares received through the purchase of convertible
notes. Includes 333,333 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: 266,667 of convertible notes, convertible at $0.075
per share.
(6) Includes: 666,667of convertible notes, convertible at $0.075
per share.
(7) Includes: 5,333,333 of convertible notes, convertible at $0.075
per share.
(8) 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 August
23, 2018.
(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:
September __, 2018
|
MEDITE Cancer Diagnostics, Inc.
|
|
|
|
|
|
By
Order of the Board of Directors
|
|
|
|
|
|
|
By:
|
/s/
Stephen Von Rump
|
|
|
|
Stephen
Von Rump
|
|
|
|
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 100,000,000 to 200,000,000
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 Two Hundred and Ten Million (210,000,000)
shares, comprised of Two Hundred Million (200,000,000) 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 ________, 2018.
MEDITE
CANCER DIAGNOSTICS, INC.
By:
_____________________
Name:
Title:
Medite Cancer Diagnostics (CE) (USOTC:MDIT)
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