SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
Date of
Report (Date of earliest event reported): April 21, 2008
IN
VERITAS MEDICAL DIAGNOSTICS, INC.
(Exact
name of registrant as specified in charter)
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Colorado
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000-49972
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84-15719760
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(State or other
jurisdiction
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(Commission
File
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(IRS
Employer
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of
incorporation)
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Number)
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Identification
No.)
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The Green
House, Beechwood Business Park, North, Inverness, Scotland IV2 3BL
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code: 011-44-1463-667347
Copies
to:
Richard
A. Friedman, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway, 32nd Floor
New York,
New York 10006
Tel:
(212) 930-9700
Fax:
(212) 930-9725
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 Instructions 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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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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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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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
Item
3.02 Sales of Unregistered Securities
On April
21, 2008, InVeritas Medical Diagnostics, Inc. (the “Company”) entered into an
amendment (the “RPA Amendment”) to those certain Royalty Participation
Agreements (“RPA Agreement”) with each of Triumph Small Cap Fund, Inc.
(“Triumph”) and Juma Technology, Inc., (assignee of the Rubin Family
Stock Trust) which previously advanced the aggregate amount of $450,000 to the
Company pursuant to the RPA Agreements. Pursuant to the RPA Amendment, the RPA
Holders will receive in the aggregate 10% of all royalties received by the
Company’s wholly owned subsidiary, IVMD (UK) Limited (“IVMD”)
pursuant to that certain license agreement with Inverness Medical Innovations,
Inc. under which the IVMD will receive royalties from the sale of prothrombin
blood clotting measuring device (the “PT Device”). In addition, pursuant to the
RPA Amendment, in the event IVMD sells or disposes of its right to receive
royalty payments in respect of the PT Device, the RPA Holders shall received a
percentage of the proceeds of such sale in an amount not to exceed three times
the amount advanced by each of the RPA Holders. Further, in the event the
Company shall sell IVMD within three years of the date of the RPA Amendment,
each of the RPA Holders shall receive a payment based upon the amount of the
proceeds to the Company.
Also, on
April 21, 2008, the Company entered into a Debt Conversion Agreement with
Triumph pursuant to which Triumph agreed to convert the principal amount plus
accrued interest pursuant to certain secured convertible debentures issued by
the Company, at a conversion price of $0.05. In addition, Triumph agreed to
convert certain short term advances made to the Company into shares of the
Company’s common stock at a conversion price of $0.05. In consideration for
Triumph agreeing to convert the outstanding amounts owed by the Company into an
aggregate of 12,320,700 shares of common stock, the Company issued a five year
warrant to Triumph to purchase 5,000,000 shares of the Company’s common stock at
a price of $0.05 per share.
The
Company and Medical Diagnostic Innovations, Inc. (“MDI”) also entered
into a Letter Agreement with Montgomery Equity Partners, Ltd. (“Montgomery”) on
April 21_, 2008 pursuant to which Montgomery agreed to transfer to MDI $250,000
in principal amount of Debenture No. MEP-1, dated September 7, 2005 in the
original principal amount of $300,000 (the “Debenture”) and all of its rights
under certain transaction documents between Montgomery and the Company, upon the
payment of $250,000. In addition, Montgomery agreed to convert the remaining
balance under the Debenture into shares of the Company’s common stock at a
price of $0.05 per share. In consideration for Montgomery’s conversion, the
Company issued a five year warrant to Montgomery to purchase 5,000,000 shares of
the Company’s common stock at a price of $0.05 per share.
On April
21, 2008, the Company and MDI and each of Longview Fund, L.P. (“Longview”) and
Whalehaven Capital Fund Limited (“Whalehaven”) entered into Purchase and
Assignment Agreements pursuant to which MDI has agreed to purchase certain
secured 18% convertible debentures issued by the Company to each of Longview and
Whalehaven. MDI also entered into a Purchase and Assignment with
Westek Ltd. pursuant to which MDI agreed to purchase certain
promissory notes in the principal amount of $1,800,000 issued b y the Company
and short term advances made to the Company in the amount of
$705,524.
It is
contemplated that MDI will enter into a conversion agreement with the
Company pursuant to which MDI will convert the outstanding amounts
acquired from each of Longview, Whalehaven, Westek and Montgomery into shares of
the Company’s common stock at a price of $0.05 per share. In consideration for
MDI’s conversion, it is contemplated that the Company will issue a five year
warrant to MDI to purchase 10,000,000 shares of the Company’s common stock at a
price of $0.05 per share.
Graham
Cooper, the Company’s CEO has entered into an Investment Agreement with the
Company on April 21 2008 pursuant to which Mr. Cooper has committed to advance
the aggregate sum of $300,000 to the Company in such amounts as may be requested
from time to time by the Company. Upon receipt of a put notice from the Company,
Mr. Cooper shall be required to purchase such number of shares of the
Company’s common stock specified in the notice at a price of $0.05
per units. In consideration for Mr. Cooper entering into said Investment
Agreement, the Company has agreed to him a five year warrant to purchase
5,000,000 shares of the Company’s common stock at a price of $0.05 per
share.
On 21,
2008, the Company’s Board of Directors approved the issuance of
warrants to its CEO, Graham Cooper and CFO Martin Thorp in the amount of
2,750,000 and 5,000,000 respectively. The warrants have a term of 7 years, are
exercisable at a price of $0.02 per share and include a cashless exercise
provision and standard anti-dilution protection. The Board also approved the
grant of 3,000,000 warrants to Robert Galvin , our Financial and Administration
Manager and 1,250,000 warrants to Professor Patricia Connelly our Chief Science
Officer upon the same terms and conditions as those granted to Messrs. Cooper
and Thorp. In addition, the Company’s Board of Directors approved the grant of
additional warrants to Messrs. Cooper and Thorp in the amount of 12,000,000 and
17,000,000 respectively (the “Additional Warrants”). The Additional Warrants
have a term of 7 years, are exercisable at a price of $0.02 per share and
include a cashless exercise provision and standard anti-dilution protection. One
quarter of the Additional Warrants vest immediately with the balance vesting
equally upon the anniversary of the grant over a three year period. The Board
also approved the grant of 5,000,000 warrants to Robert Galvin, 6,000,000
warrants to Patricia Connelly and 8,000,000 warrants to Dr. Nasser Djanatti, the
head of our science team upon the same terms and conditions as the Additional
Warrants.
Item
1.02 Termination of a Material Definitive Agreement
In April
20, 2008, the Company, MDI, the Company’s wholly owned subsidiaries IVMD (UK)
Limited (“IVMD”) and Jopejo Limited (”Jopejo”) terminated the Stock Purchase
Agreement dated December 18, 2007 by and among the Company, MDI, IVMD and
Jopejo.. The Company has determined not to proceed with the sale of its
subsidiaries IVMD and Jopejo and will not proceed with the transactions
contemplated by the Schedule 14C initially filed by the Company on December 19,
2007 as subsequently amended on February 15, 2008.
Item
7.01 Regulation FD Disclosure.
On April 24, 2008, the Company issued a
press release concerning the foregoing matters. A copy of such press
release is being furnished as Exhibit 99.1 to this current report on Form
8-K.
The
information in this Item 7.01 of this current report on Form 8-K, together with
the information in Exhibit 99.1, is being furnished and shall not be deemed
“filed” for the purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, or otherwise subject to the liabilities of that
Section. Such information shall not be deemed incorporated by
reference into any registration statement or other document filed with the
SEC.
Item
9.01 Exhibits
(c) Exhibits
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Exhibit
Number
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Description
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10.1
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Letter
Agreement by and among InVeritas Medical Diagnostics, Inc., Medical
Diagnostics, Inc. and Montgomery Equity Partners, Ltd.
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10.2
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Conversion
Agreement between Triumph Small Cap Fund, Inc. and InVeritas
Medical Diagnostics, Inc.
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10.3
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Amendment
no.1 to RPA Agreement by and among InVeritas Medical Diagnostics, Inc.,
Triumph Small Cap Fund, Inc. and Juma Technology.
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10.4
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Amendment
to Pledge and Escrow Agreement by and among In Veritas Medical
Diagnostics, Inc., Montgomery Equity Partners and David
Gonzalez.
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10.5
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Investment
Agreement by and between In Veritas Medical Diagnostics, Inc. and Graham
Cooper
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10.6
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Purchase
and Assignment Agreement by and among Medical Diagnostics, Inc. Longview
Fund, L.P. and InVeritas Medical Diagnostics, Inc.
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10.7
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Purchase
and Assignment Agreement by and among Medical Diagnostics, Inc. Whalehaven
Capital Fund Limited
and
InVeritas Medical Diagnostics, Inc.
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10.8
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Purchase
and Assignment Agreement by and among Medical Diagnostics, Inc. Westek
Ltd.
and
InVeritas Medical Diagnostics, Inc.
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10.9
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Form
of Warrant granted to Montgomery Equity Partners, Westek Ltd. and Triumph
Small Cap Fund, Inc.
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10.10
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Form
of Warrant granted to Messrs Cooper and
Thorp
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10.11
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Form
of “Additional Warrant” granted to each of Messrs Cooper and
Thorp
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99.1
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Press
Release dated April 24, 2008.
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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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IN
VERITAS MEDICAL DIAGNOSTICS, INC.
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Date: April 24,
2008
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By:
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/s/ Martin
Thorp
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Martin
Thorp
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Chief Financial Officer
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In Veritas Medical Diagn... (PK) (USOTC:IVME)
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