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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Medite Cancer Diagnostics Inc (CE) | USOTC:MDIT | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0001 | 0.00 | 01:00:00 |
þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
36-4296006
|
(State or other jurisdiction of
|
(I.R.S. Employer
|
incorporation or organization)
|
Identification No.)
|
4203 SW 34
th
Street, Orlando, FL
|
32811
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of each class
|
Name of each exchange on which registered
|
|
None
|
Not Applicable
|
Large accelerated filer
o
|
Accelerated filer
o
|
Non-accelerated filer
o
|
Smaller reporting company
þ
|
December 31, 2014
($ in thousands)
|
||||||||||||
As Previously
Reported
|
Correction of
Deferred Income
Tax Liability
|
As Restated
|
||||||||||
Goodwill
|
$ | 2,453 | $ | 2,205 | $ | 4,658 | ||||||
Total Assets
|
$ | 16,439 | $ | 2,205 | $ | 18,644 | ||||||
Deferred income tax liability – long-term
|
$ | - | $ | 2,205 | $ | 2,205 | ||||||
Total liabilities and stockholders’ equity
|
$ | 16,439 | $ | 2,205 | $ | 18,644 |
Page
|
|||||
1 | |||||
18 | |||||
18 | |||||
18 | |||||
18 | |||||
19 | |||||
20 | |||||
21 | |||||
25 | |||||
25 | |||||
26 | |||||
27 | |||||
28 | |||||
31 | |||||
33 | |||||
35 | |||||
36 | |||||
37 | |||||
39 | |||||
Definition:
|
Histology - Cancer diagnostics based on the structures of cells in tissues
Cytology - Cancer diagnostics based on the structures of individual cells
|
Ite
m
1A.
|
Risk Factors
|
Ite
m
2.
|
Properties
|
Item
3.
|
Legal Proceedings
|
It
em
4.
|
Mine Safety Disclosures
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
Year Ended December 31, 2015
|
High
|
Low
|
||||||
1st Quarter
|
$
|
9.00
|
$
|
1.89
|
||||
2nd Quarter
|
$
|
2.40
|
$
|
1.60
|
||||
3rd Quarter
|
$
|
2.40
|
$
|
1.60
|
||||
4th Quarter
|
$
|
1.38
|
$
|
0.65
|
||||
Year Ended December 31, 2014
|
||||||||
1st Quarter
|
$
|
10.00
|
$
|
1.01
|
||||
2nd Quarter
|
$
|
3.75
|
$
|
1.90
|
||||
3rd Quarter
|
$
|
3.10
|
$
|
0.52
|
||||
4th Quarter
|
$
|
9.00
|
$
|
1.50
|
Selected Financial Data
|
It
em
7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
December 31, 2014
|
||||||||||||
($ in thousands) | ||||||||||||
As Previously
Reported
|
Correction of
Deferred Income
Tax Liability
|
As Restated
|
||||||||||
Goodwill
|
$ | 2,453 | $ | 2,205 | $ | 4,658 | ||||||
Total Assets
|
$ | 16,439 | $ | 2,205 | $ | 18,644 | ||||||
Deferred income tax liability – long-term
|
$ | - | $ | 2,205 | $ | 2,205 | ||||||
Total liabilities and stockholders’ equity
|
$ | 16,439 | $ | 2,205 | $ | 18,644 |
Definition:
|
Histology - Cancer diagnostics based on the structures of cells in tissues
|
Cytology - Cancer diagnostics based on the structures of individual cells
|
(i)
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
|
(ii)
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the U.S., and that receipts and expenditures of the Company are being made only in accordance with authorization of our management and directors; and
|
(iii)
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our consolidated financial statements.
|
Other Information
|
Item 10.
|
Directors, Executive Officers, and Corporate Governance
|
Name
|
Age
|
Positions with the Company
|
||
Michaela Ott
|
50
|
Chief Executive Officer and Director
|
||
Michael Ott
|
51
|
President, Chief Operating Officer and Director
|
||
Robert F. McCullough, Jr.
|
61
|
Chairman, Chief Financial Officer and Director
|
||
John H. Abeles, M.D.
|
71
|
Director
|
||
Alexander M. Milley
|
63
|
Director (until February 12, 2016)
|
||
Augusto Ocana M.D. and J.D,
|
72
|
Director
|
||
W. Austin Lewis, IV
|
40
|
Director, Head of Audit Committee (since February 12, 2016)
|
Item
11
.
|
Executive Compensation
|
Name and Principal Position
(a)
|
Year
(b)
|
Salary ($)
(c)
|
Bonus ($)
(d)
|
Stock awards
($)
(e)
|
Option
awards ($)
(f)
|
|||||||||||
Michaela Ott
(1)
|
2015
|
144,691
|
(2)
|
-
|
-
|
-
|
||||||||||
CEO
|
2014
|
159,516
|
(2)
|
-
|
-
|
-
|
||||||||||
Michael Ott
(3)
|
2015
|
144,691
|
(4)
|
-
|
-
|
-
|
||||||||||
COO and President
|
2014
|
159,516
|
(4)
|
-
|
-
|
-
|
||||||||||
Robert F. McCullough, Jr.
(5)
|
2015
|
100,000
|
(6)
|
-
|
-
|
-
|
||||||||||
CFO and Chairman of the Board
|
2014
|
140,000
|
(6)
|
-
|
-
|
-
|
||||||||||
Richard A. Domanik, Ph.D.
(7)
|
2015
|
-
|
-
|
-
|
-
|
|||||||||||
COO until April 3th, 2014
|
2014
|
37,500
|
-
|
-
|
-
|
Name and Principal Position
(a)
|
Year
(b)
|
Nonequity
incentive
plan
compensation
($)(g)
|
Nonqualified
deferred
compensation
earnings ($)
(h)
|
All other
compensation
(i)
|
Total ($)
(j)
|
|||||||||||||||
Michaela Ott
(1)
|
2015
|
-
|
-
|
-
|
144,691
|
|||||||||||||||
CEO
|
2014
|
-
|
-
|
-
|
159,516
|
|||||||||||||||
Michael Ott
(3)
|
2015
|
-
|
-
|
-
|
144,691
|
|||||||||||||||
COO and President
|
2014
|
-
|
-
|
-
|
159,516
|
|||||||||||||||
Robert F. McCullough, Jr.
(5)
|
2015
|
-
|
-
|
-
|
100,000
|
|||||||||||||||
CFO and Chairman of the Board
|
2014
|
-
|
-
|
-
|
140,000
|
|||||||||||||||
Richard A. Domanik, Ph.D.
(7)
|
2015
|
-
|
-
|
-
|
-
|
|||||||||||||||
COO until April 3th, 2014
|
2014
|
-
|
-
|
-
|
37,500
|
(1)
|
Mrs. Michaela Ott served as Chief Executive Officer from April 3, 2014, after the acquisition of MEDITE.
|
(2)
|
Salary converted to USD based on agreement with MEDITE GmbH in EURO currency
|
(3)
|
Mr. Michael Ott, served as Chief Operating Officer from April 3, 2014, after the acquisition of MEDITE.
|
(4)
|
Salary converted to USD based on agreement with MEDITE GmbH in EURO currency
|
(5)
|
Mr. McCullough served as Chief Executive Officer from October 2007 through April 3, 2014, and as Chief Financial Officer since September 2005.
|
(6)
|
Mr. McCullough has deferred payment of 100% of his salary earned in 2015 and 2014.
|
(7)
|
Dr. Domanik served as our Chief Operating Officer from October 2007 through April 3, 2014, and has also served as our President from May 2007 until August 2008.
|
Name
|
Fees Earned or
Paid in Cash
($)
|
Total
($)
|
||||||
Michaela Ott
|
144,691
|
(1)
|
144,691
|
|||||
Michael Ott
|
144,691
|
(1)
|
144,691
|
|||||
Robert F. McCullough
|
100,000
|
(1)
|
100,000
|
|||||
John H. Abeles, M.D.
|
20,000
|
(2)
|
20,000
|
(3)
|
||||
Alexander M. Milley
|
20,000
|
(2)
|
20,000
|
(3)
|
||||
Augusto Ocana M.D. and J.D.
|
20,000
|
(4)
|
20,000
|
(3)
|
(1)
|
Mrs. Ott, Mr. Ott and Mr. McCullough are management members of our board of directors and not separately compensated for his service on the board of director
|
(2)
|
Represents director fees with respect to fiscal year 2015. This amount includes $5,000 in fees payable to each director which were paid through the issuance of common stock.
|
(3)
|
As of December 31, 2015, each of these directors is entitled to receive 1,000 (100,000 before the reverse split) shares of common stock in connection with a stock bonus provided to each of our directors in 2009.
|
(4)
|
Does not include consulting fees and sales commissions earned in 2014. See
“Certain Relationships and Related Transactions, and Director Independence”
in item 13 below.
|
Item
12
.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Name and Address of Beneficial Owner
|
Amount and
Nature of
Beneficial
Ownership
(1)
|
Percent
of Class
|
||||||
Michaela Ott
|
15,000,000
|
(2)
|
71.2
|
%
|
||||
Michael Ott
|
15,000,000
|
(3)
|
71.2
|
%
|
||||
Robert F. McCullough, Jr.
|
1,676,907
|
(4)
|
8.0
|
%
|
||||
Zhongxi Zheng, M.D.
|
1,086,250
|
5.2
|
%
|
|||||
Augusto Ocana, M.D. and J.D.
|
124,422
|
*
|
||||||
Alexander M. Milley
|
46,530
|
(6)
|
*
|
|||||
John H. Abeles, M.D.
|
126,256
|
(5)
|
*
|
|||||
All beneficial owners and management as a group
(7 persons)
|
18,060,365
|
85.8
|
%
|
(1)
|
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 within 60 days of December 31, 2015 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 21,055,890 shares of common stock outstanding as of the close of business on April 7, 2016.
|
(2)
|
Includes: (i) 7,500,000 shares held by Mrs. Ott’s husband, Michael Ott.
|
(3)
|
Includes: (i) 7,500,000 shares held by Mr. Ott’s wife, Michaela Ott.
|
(4)
|
Includes an aggregate 1,662 shares owned by various trusts of which Mr. McCullough is trustee as follows: MJM Educational Trust (150) shares, PFM Educational Trust (150 shares), CDM Educational Trust (150) shares and the MPC Trust (1,212 shares).
|
(5)
|
Includes: (i) 67,756 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.
|
(6)
|
Includes: (i) 1,496 shares held by Azimuth Corporation, of which Mr. Milley is President and Chairman of the Board of Directors, 4,293 shares held by Cadmus Corporation, of which Mr. Milley is President and a director, 803 shares held by Milley Management, Inc., of which Mr. Milley is President, sole director and majority stockholder, and 237 shares held by Winchester National, Inc., of which Mr. Milley is a director and executive officer; and (ii) 1,000 shares of common stock awarded in 2009 that have not yet been issued. An aggregate of 4,029 shares of common stock held directly by Mr. Milley, Cadmus Corporation, Winchester National and Milley Management have been pledged to ELXSI Corp., of which Mr. Milley is President, Chief Executive Officer and Chairman of the Board.
|
Name and Address of Beneficial Owner
(1)
|
Amount and
Nature of
Beneficial
Ownership
(2)
|
Percent
of Class
|
||||||
Kevin F. Flynn June 1992 Non-Exempt Trust
120 South LaSalle Street
Chicago, IL 60602
|
68
|
(3)
|
35.8
|
%
|
||||
|
||||||||
Rolf Lagerquist
4522 CO Road 21 NE
Elgin, MN 55932
|
20
|
(4)
|
10.5
|
%
|
(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 190 shares of Series E Convertible Preferred Stock outstanding as of the close of business on April 7, 2016.
|
(3)
|
Converts into 407 shares of common stock, including shares issuable upon payment of cumulative dividends.
|
|
|
(4)
|
Converts into 123 shares of common stock, including shares issuable upon payment of cumulative dividends.
|
(1)
|
The Company has issued warrants in lieu of cash payment for employment services, for achieving certain goals or for other corporate reasons. During fiscal year 2015, it issued no employee warrants to that non-executive employee which his contract was terminated by April, 2014.
|
Item
13
.
|
Certain Relationships and Related Transactions, and Director Independence
|
·
|
the risks and benefits of such transaction to the Company;
|
·
|
the extent of the related person’s interest in the transaction;
|
·
|
the impact on a director’s independence in the event the related person involved in the transaction is a director, an immediate family member or an affiliated entity;
|
·
|
if applicable, the availability of other sources of comparable products and services; and
|
·
|
whether such transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances.
|
Item
14
.
|
Principal Accountant Fees and Services
|
Services Performed
|
2015
|
2014
|
||||||
Audit Fees(1)
|
$
|
174,929
|
$
|
205,961
|
||||
Audit-Related Fees(2)
|
-
|
4,644
|
||||||
Tax Fees(3)
|
9,472
|
3,598
|
||||||
All Other Fees(4)
|
160,000
|
—
|
||||||
Total Fees
|
$
|
344,401
|
$
|
214,203
|
(1)
|
Audit fees represent fees billed for professional services rendered for the audit of our annual financial statements and review of the financial statements included in the Company’s quarterly reports or services that are normally provided in connection with statutory and regulatory filings or engagements.
|
(2)
|
Audit-related fees represent fees billed for assurance and related services reasonably related to the performance of the audit or review of our financial statements not reported in (1) above, including those incurred in connection with securities registration and/or other issues resulting from that process.
|
(3)
|
Tax fees represent fees billed for professional services rendered for tax compliance, tax provision, tax advice and tax planning services.
|
(4)
|
All other fees principally would include fees billed for products and services provided by the accountant, other than the services reported under the three captions above. The Company’s former auditor L.J. Soldinger and Associates filed a claim against the Company in Illinois’ Lake County Superior Court. The Company believes the claims are without merit and has adequately reserved for costs associated with the claim at December 31, 2105. In February 2016, the Company settled with our former accountants in the amount of $160,000 and upon reaching a settlement, L. J. Soldinger and Associates filed a dismissal of all claims with the court.
|
Ite
m
15.
|
Exhibits and Financial Statement Schedules
|
|
|
Exhibit No.
|
Description
|
|
2.1 |
Stock Purchase Agreement by and among CytoCore, Inc., MEDITE Enterprises, Inc., MEDITE GMBH, Michael Ott and Michaela Ott dated January 11, 2014 (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated January 11, 2014.)
|
|
2.2 |
Amendment No. 1 to Stock Purchase Agreement by and among CytoCore, Inc., MEDITE Enterprises, Inc., MEDITE GMBH, Michael Ott and Michaela Ott dated March 15, 2014 (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated March 15, 2014.)
|
|
2.3 |
Amendment No. 2 to Stock Purchase Agreement by and among CytoCore, Inc., MEDITE Enterprises, Inc., MEDITE GMBH, Michael Ott and Michaela Ott dated March 15, 2014 (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated April 1, 2014.)
|
|
3.1 |
Certificate of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated September 26, 2001.)
|
|
3.2 |
By-laws of the Company (incorporated herein by reference to Appendix E to the 1999 Proxy Statement.)
|
|
3.3 |
Certificate of Designation, Preferences and Rights of Series A Convertible Preferred Stock of the Company (incorporated herein by reference to Exhibit 3.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000, as filed with the SEC on March 29, 2001)
|
|
3.5 |
Section 6 of Article VII of the By-laws of the Company, as amended. (incorporated herein by reference to Exhibit 3.3 to the Company’s registration statement on Form S-4 (Reg. # 333-61666), as filed with the SEC on May 25, 2000)
|
|
3.6 |
Certificate of Designation, Preferences and Rights of Series A Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.4 to the Company’s registration statement on Form S-2 (Reg. # 333-83578), as filed with the SEC on February 28, 2002)
|
|
3.7 |
Certificate of Amendment of Certificate of Designation, Preferences and Rights of Series B Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.5 to the Company’s registration statement on Form S-2 (Reg. # 333-83578), as filed with the SEC on February 28, 2002)
|
|
3.8 |
Certificate of Amendment of Amended Certificate of Designation, Preferences and Rights of Series C Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.6 to the Company’s registration statement on Form S-2 (Reg. # 333-83578), as filed with the SEC on February 28, 2002)
|
|
3.9 |
Certificate of Designations, Preferences and Rights of Series D Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.7 to the Company’s registration statement on Form S-2 (Reg. # 333-83578), as filed with the SEC on February 28, 2002)
|
|
3.10 |
Certificate of Designation, Preferences and Rights of Series E Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.8 to the Company’s registration statement on Form S-2 (Reg. # 333-83578), as filed with the SEC on February 28, 2002)
|
|
3.11 |
Certificate of Amendment to Certificate of Incorporation of the Company, dated August 5, 2004 (incorporated herein by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-QSB for the quarter ended June 30, 2004, as filed with the SEC on August 16, 2004)
|
|
3.12 |
Certificate of Amendment to Certificate of Incorporation, dated June 22, 2006 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-QSB for the quarter ended June 30, 2006, as filed with the SEC on August 21, 2006)
|
|
3.13 |
Certificate of Amendment to Certificate of Incorporation of the Company, dated June 22, 2007 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-QSB for the quarter ended June 30, 2007, as filed with the SEC on August 17, 2007)
|
|
3.14 |
Certificate of Amendment to Certificate of Incorporation of the Company, dated November 19, 2007 (incorporated herein by to Exhibit 3.14 to the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2007, as filed with the SEC on April 2, 2008)
|
MEDITE Cancer Diagnostics, Inc.
|
||
By:
|
/s/ Michaela Ott
|
|
Michaela Ott
|
||
Chief Executive Officer
Principal Executive Officer
|
||
Date:
|
September 7, 2016
|
By:
|
/s/ Robert McCullough, Jr.
|
|
Robert McCullough, Jr.
|
||
Chief Financial Officer
|
||
Principal Financial Officer
|
||
Date: |
September 7, 2016
|
Signature
|
Title
|
Date
|
||
/s/ Michaela Ott
|
Chief Executive Officer
|
September 7, 2016
|
||
Michaela Ott
|
(Principal Executive Officer)
|
|||
and Director
|
||||
/s/ Michael Ott
|
Chief Operating Officer and
|
September 7, 2016
|
||
Michael Ott
|
Director
|
|||
/s/ Robert McCullough, Jr.
|
Chief Financial Officer
|
September 7, 2016
|
||
Robert McCullough, Jr.
|
(Principal Financial Officer) and
|
|||
Director
|
||||
/s/ W. Austin Lewis IV
|
Director
|
September 7, 2016
|
||
W. Austin Lewis IV
|
||||
/s/ John Abeles, M.D.
|
Director
|
September 7, 2016
|
||
John Abeles, M.D.
|
||||
/s/ Augusto Ocana M.D., J.D.
|
Director
|
September 7, 2016
|
||
Augusto Ocana
|
December 31,
|
||||||||
2015
|
(As Restated)
2014
|
|||||||
Assets
|
||||||||
Current Assets:
|
||||||||
Cash
|
$
|
587
|
$
|
230
|
||||
Accounts receivable, net of allowance for doubtful accounts of $83 and $200
|
1,798
|
1,991
|
||||||
Inventories
|
3,075
|
3,415
|
||||||
Prepaid expenses and other current assets
|
186
|
154
|
||||||
Total current assets
|
5,646
|
5,790
|
||||||
Property and equipment, net
|
1,941
|
2,091
|
||||||
In-process research and development
|
4,620
|
4,620
|
||||||
Trademarks, trade names
|
1,240
|
1,240
|
||||||
Goodwill
|
4,658
|
4,658
|
||||||
Other assets
|
273
|
245
|
||||||
Total assets
|
$
|
18,378
|
$
|
18,644
|
||||
Liabilities and Stockholders’ Equity
|
||||||||
Current Liabilities:
|
||||||||
Secured lines of credit and current portion of long-term debt
|
$
|
2,857
|
$
|
2,555
|
||||
Notes due to employees, current portion
|
202
|
|||||||
Account payable and accrued expenses
|
3,032
|
4,134
|
||||||
Advance – related party
|
70
|
110
|
||||||
Total current liabilities
|
6,161
|
6,799
|
||||||
Long term debt, net of current portion
|
121
|
1,209
|
||||||
Notes due to employees, net of current portion
|
725
|
-
|
||||||
Deferred tax liability – long-term
|
2,205
|
2,205
|
||||||
Total Liabilities
|
9,212
|
10,213
|
||||||
Commitments and Contingencies
|
||||||||
Stockholders’ Equity :
|
||||||||
Preferred stock, $0.001 par value; 10,000,000 shares authorized; 198,355 and 373,355 shares issued and outstanding as of December 31, 2015 and 2014, respectively (liquidation value of all classes of preferred stock $2,442 and $2,871 as of December 31, 2015 and 2014, respectively)
|
962
|
1,487
|
||||||
Common stock, $0.001 par value; 35 million shares authorized, 21,055,990 and 19,427,331 issued and outstanding as of December 31, 2015 and 2014, respectively
|
21
|
19
|
||||||
Additional paid-in capital
|
8,340
|
5,763
|
||||||
Treasury stock
|
(327
|
)
|
(327
|
) | ||||
Accumulated other comprehensive (loss)
|
(609
|
) |
(149
|
) | ||||
Retained earnings
|
779
|
1,638
|
||||||
Total stockholders’ equity
|
9,166
|
8,431
|
||||||
Total liabilities and stockholders’ equity
|
$
|
18,378
|
$
|
18,644
|
Years Ended December 31,
|
||||||||
2015
|
2014
|
|||||||
Net Sales
|
$
|
9,887
|
$
|
10,983
|
||||
Operating Expenses
|
||||||||
Cost of revenues
|
6,084
|
7,164
|
||||||
Depreciation and amortization expense
|
177
|
170
|
||||||
Research and development
|
1,278
|
1,243
|
||||||
Selling, general and administrative
|
2,947
|
2,800
|
||||||
Total cost and expenses
|
10,486
|
11,377
|
||||||
Operating loss
|
(599
|
)
|
(394
|
) | ||||
Other Expenses
|
||||||||
Interest expense, net
|
204
|
276
|
||||||
Other income
|
(22
|
) |
(75
|
) | ||||
Total other expenses
|
182
|
201
|
||||||
Loss before income tax expense
|
(781
|
)
|
(595
|
) | ||||
Income tax expense
|
78
|
104
|
||||||
Net loss
|
(859
|
) |
(699
|
) | ||||
Preferred dividend
|
(78
|
) |
(109
|
) | ||||
Net loss available to common stockholders
|
$
|
(937
|
) |
$
|
(808
|
) | ||
Statements of Comprehensive Loss
|
||||||||
Net loss
|
$
|
(859
|
)
|
$
|
(699)
|
|||
Other comprehensive loss
|
||||||||
Foreign currency translation adjustments
|
(460)
|
(436)
|
||||||
Comprehensive loss
|
$
|
(1,319)
|
$
|
(1,135)
|
||||
Loss Per Share
|
||||||||
Net loss available to common stockholders
|
$
|
(937)
|
$
|
(808)
|
||||
Basic and diluted loss per share
|
$
|
(0.05)
|
$
|
(0.04)
|
||||
Weighted average basic and diluted shares outstanding
|
20,194,732
|
18,116,000
|
Years Ended December 31,
|
||||||||
2015
|
2014
|
|||||||
Cash Flows from Operating Activities:
|
||||||||
Net loss
|
$
|
(859
|
)
|
$
|
(699
|
) | ||
Adjustments to reconcile net loss to cash used in operations
|
||||||||
Depreciation and amortization
|
177
|
170
|
||||||
Deferred tax expense
|
78
|
80
|
||||||
Non-cash Interest
|
-
|
2
|
||||||
Changes in assets and liabilities:
|
||||||||
Accounts receivable and allowance for doubtful accounts
|
193
|
(594
|
)
|
|||||
Inventories
|
340
|
146
|
||||||
Prepaid expenses and other current assets
|
(32)
|
114
|
||||||
Accounts payable and accrued liabilities
|
(285
|
) |
(110
|
)
|
||||
Net cash in operating activities
|
(388
|
)
|
(891
|
) | ||||
Cash Flows from Investing activity:
|
||||||||
Purchase of other assets
|
(146
|
)
|
-
|
|||||
Purchase of Equipment
|
(208
|
)
|
(463
|
)
|
||||
Cash Acquired in Merger
|
-
|
1
|
||||||
Net cash used in investing activities
|
(354
|
) |
(462
|
)
|
||||
Cash Flows from Financing activities:
|
||||||||
Repayments on secured lines of credit and long-term debt
|
(802
|
) |
(162
|
) | ||||
Proceeds from sales of common stock
|
2,124
|
1979
|
||||||
Proceeds from secured promissory notes
|
500
|
-
|
||||||
Repayment of related party advance
|
(40
|
) |
(10
|
) | ||||
Stock issuance costs
|
(70
|
) |
(103
|
) | ||||
Net cash provided by financing activities
|
1,712
|
1,704
|
||||||
Effect of exchange rates on cash and cash equivalents
|
(613
|
) |
(196
|
) | ||||
Net increase in cash
|
357
|
155
|
||||||
Cash at beginning of year
|
230
|
75
|
||||||
Cash at end of the period
|
$
|
587
|
$
|
230
|
||||
Supplemental disclosure of cash flow information:
|
||||||||
Cash paid for interest
|
$
|
197
|
$
|
276
|
||||
Cash paid for income taxes
Supplemental disclosure of non-cash investing and financing activities:
|
$
|
77
|
$
|
124
|
||||
Issuance of warrants related to secured promissory notes classified as warrant liability and discount on secured promissory notes
|
$
|
90
|
$
|
-
|
||||
Debt issuance costs included in accounts payable and accrued expenses
|
$
|
20
|
$
|
-
|
||||
Conversion of accrued wages into notes to employees
|
$
|
927
|
$
|
-
|
||||
Conversion of preferred stock to common stock
|
$
|
525
|
$
|
-
|
Preferred Stock
Par Value $0.001
|
Common Stock
Par Value $0.001
|
Treasury Stock
|
Additional
Paid-In
|
Retained
|
Accumulated Other
Comprehensive
|
Total
Stockholders’
|
|||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Earnings
|
Income (Loss)
|
Equity
|
||||||||||||||||||||||
January 1, 2014
|
-
|
$
|
-
|
14,687,500
|
$
|
15
|
-
|
$
|
-
|
$
|
(15
|
)
|
$
|
2,337
|
$
|
287
|
$
|
2,624
|
|||||||||||||
Merger
|
373,355
|
1,487
|
3,502,706
|
3
|
(19,209
|
)
|
(327
|
)
|
3,901
|
-
|
-
|
5,064
|
|||||||||||||||||||
Sale of common stock
|
-
|
-
|
1,237,125
|
1
|
-
|
-
|
1,978
|
-
|
-
|
1,979
|
|||||||||||||||||||||
Issuance costs
|
-
|
-
|
-
|
-
|
-
|
-
|
(103
|
)
|
-
|
-
|
(103
|
)
|
|||||||||||||||||||
Imputed interest
|
-
|
-
|
-
|
-
|
-
|
-
|
2
|
-
|
-
|
2
|
|||||||||||||||||||||
Other comprehensive loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(436
|
) |
(436
|
) | ||||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(699
|
)
|
(699
|
)
|
||||||||||||||||||||
December 31, 2014
|
373,355
|
1,487
|
19,427,331
|
|
19
|
(19,209
|
)
|
(327
|
)
|
5,763
|
|
1,638
|
(149
|
)
|
8,431
|
||||||||||||||||
Conversion of Preferred
Shares – Series D
|
(175,000
|
) |
(525
|
) |
12,100
|
-
|
-
|
-
|
525
|
-
|
-
|
-
|
|||||||||||||||||||
Sale of Common Stock
|
-
|
-
|
1,326,875
|
2
|
-
|
-
|
2,122
|
-
|
-
|
2,124
|
|||||||||||||||||||||
Issuance costs
|
-
|
-
|
-
|
-
|
-
|
-
|
(70
|
) |
-
|
-
|
(70
|
) | |||||||||||||||||||
Issuance of remaining shares
Relating to merger
|
-
|
-
|
312,500
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||
Adjustment
|
-
|
-
|
(22,816
|
) |
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||
Other comprehensive loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(460
|
) |
(460
|
) | ||||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(859
|
)
|
- |
(859
|
)
|
|||||||||||||||||||
December 31, 2015
|
198,355
|
$
|
962
|
21,055,990
|
$
|
21
|
(19,209
|
)
|
$
|
(327
|
)
|
$
|
8,340
|
$
|
779
|
$
|
(609
|
) |
$
|
9,166
|
December 31, 2014
|
||||||||||||
($ in thousands)
|
||||||||||||
Correction of
|
||||||||||||
As Previously Reported
|
Deferred Income Tax Liability
|
As Restated
|
||||||||||
Goodwill
|
$ | 2,453 | $ | 2,205 | $ | 4,658 | ||||||
Total Assets
|
$ | 16,439 | $ | 2,205 | $ | 18,644 | ||||||
Deferred income tax liability – long-term
|
$ | - | $ | 2,205 | $ | 2,205 | ||||||
Total Liability and stockholders’ equity
|
$ | 16,439 | $ | 2,205 | $ | 18,644 |
(unaudited) March 31, 2015
|
(unaudited) June 30, 2015
|
(unaudited) September 30, 2015
|
||||||||||||||||||||||||||||||||||
($ In Thousands)
|
||||||||||||||||||||||||||||||||||||
As Previously
Reported
|
Correction
of Deferred
Income Tax
Liability
|
As Restated
|
As Previously
Reported
|
Correction
of Deferred
Income Tax
Liability
|
As Restated
|
As Previously
Reported
|
Correction
of Deferred
Income Tax
Liability
|
As Restated
|
||||||||||||||||||||||||||||
Goodwill
|
$ | 2,453 | $ | 2,205 | $ | 4,658 | $ | 2,453 | $ | 2,205 | $ | 4,658 | $ | 2,453 | $ | 2,205 | $ | 4,658 | ||||||||||||||||||
Total Assets
|
$ | 16,858 | $ | 2,205 | $ | 19,063 | $ | 16,288 | $ | 2,205 | $ | 18,493 | $ | 16,745 | $ | 2,205 | $ | 18,950 | ||||||||||||||||||
Deferred income tax liability – long-term
|
$ | - | $ | 2,205 | $ | 2,205 | $ | - | $ | 2,205 | $ | 2,205 | $ | - | $ | 2,205 | $ | 2,205 | ||||||||||||||||||
Total liabilities and Stockholders' equity | $ | 16,858 | $ | 2,205 | $ | 19,063 | $ | 16,288 | $ | 2,205 | $ | 18,493 | $ | 16,745 | $ | 2,205 | $ | 18,950 |
Buildings
|
33 yrs
|
Machinery and equipment
|
3-10yrs
|
Office furniture and equipment
|
2-10 yrs
|
Vehicles
|
5 yrs
|
Computer equipment
|
3-5 yrs
|
(As Restated)
In thousands
|
||||
Net assets acquired
|
||||
Cash
|
$
|
1
|
||
Other current assets
|
12
|
|||
Property and equipment
|
81
|
|||
Trade name /trademark
|
1,240
|
|||
In-Process research and development
|
4,620
|
|||
Goodwill
|
4,658
|
|||
$
|
10,612
|
|||
Liabilities assumed
|
||||
Accounts payable and accrued expenses
|
$
|
3,220
|
||
Deferred tax liability
|
2,205
|
|||
Related party advances
|
102
|
|||
Loans payable
|
21
|
|||
$
|
5,548
|
|||
Net identifiable assets/consideration paid
|
$
|
5,064
|
December 31,
|
December 31,
|
|||||||
2015
|
2014
|
|||||||
Raw materials
|
$
|
1,170
|
$
|
1,229
|
||||
Work in progress
|
142
|
33
|
||||||
Finished Goods
|
1,763
|
2,153
|
||||||
$
|
3,075
|
$
|
3,415
|
December 31,
|
December 31,
|
|||||||
2015
|
2014
|
|||||||
Land
|
$
|
209
|
$
|
233
|
||||
Buildings
|
1,158
|
1,291
|
||||||
Machinery and equipment
|
1,196
|
529
|
||||||
Office furniture and equipment
|
232
|
265
|
||||||
Vehicles
|
53
|
103
|
||||||
Computer equipment
|
87
|
110
|
||||||
Construction in progress
|
225
|
559
|
||||||
Less: Accumulated depreciation
|
(1,219
|
)
|
(999
|
)
|
||||
$
|
1,941
|
$
|
2,091
|
December 31,
|
December 31,
|
|||||||
2015
|
2014
|
|||||||
Hannoversche Volksbank credit line #1
|
$
|
1,120
|
$
|
1,880
|
||||
Hannoversche Volksbank credit line #2
|
383
|
465
|
||||||
Hannoversche Volksbank term loan #1
|
61
|
135
|
||||||
Hannoversche Volksbank term loan #2
|
24
|
81
|
||||||
Hannoversche Volksbank term loan #3
|
182
|
270
|
||||||
Ventana Medical Systems, Inc. Promissory Note
|
-
|
21
|
||||||
Secured Promissory Note
|
500
|
-
|
||||||
DZ Equity Partners Participation rights
|
818
|
912
|
||||||
Total
|
3,088
|
3,764
|
||||||
Discount on secured promissory notes and debt issuance costs
|
(110)
|
-
|
||||||
Less current portion of long-term debt
|
(2,857)
|
(2,555)
|
||||||
Long-term debt
|
$
|
121
|
$
|
1,209
|
Year
|
Secured Lines of Credit
and Long-Term Debt
|
Notes Due to Employees
|
||||||
2016
|
$ | 2,967 | $ | 202 | ||||
2017
|
61 | 310 | ||||||
2018
|
60 | 338 | ||||||
2019
|
- | 77 | ||||||
Total
|
$ | 3,088 | $ | 927 |
2015
|
2014
|
|||||||
(in thousands)
|
||||||||
Accounts payable
|
$
|
652
|
$
|
956
|
||||
Accrued franchise taxes
|
342
|
445
|
||||||
Accrued directors fees
|
90
|
-
|
||||||
Accrued professional fees
|
469
|
-
|
||||||
Warranty reserve
|
49
|
46
|
||||||
Accrued salaries and related
|
1,152
|
2,064
|
||||||
Warrant liability
|
90-
|
-
|
||||||
Other accrued expenses
|
188
|
623
|
||||||
Total accounts payable and accrued expenses
|
$
|
3,032
|
$
|
4,134
|
For the Years Ended December 31,
|
||||||||
2015
|
2014
|
|||||||
Basic and Diluted:
|
||||||||
Reported net loss (in thousands)
|
$
|
(859
|
)
|
$
|
(699
|
)
|
||
Less unpaid and undeclared preferred stock dividends
|
(78
|
)
|
(109
|
)
|
||||
Net loss applicable to common stockholder
|
$
|
(937
|
)
|
$
|
(808
|
)
|
||
Weighted average common shares outstanding
|
20,194,732
|
18,116,000
|
||||||
Net loss per common share
|
$
|
(0.05
|
)
|
$
|
(0.04
|
)
|
Shares Issued and
|
Preferred Stock Dividends
|
|||||||||||||||||||
Shares
|
Outstanding
|
Undeclared and Unpaid
|
||||||||||||||||||
Offering
|
Authorized
|
2015
|
2014
|
2015
|
2014
|
|||||||||||||||
Series A convertible
|
590,197
|
47,250
|
47,250
|
$
|
—
|
$
|
—
|
|||||||||||||
Series B convertible, 10% cumulative
|
1,500,000
|
93,750
|
93,750
|
558,162
|
520,663
|
|||||||||||||||
Series C convertible, 10% cumulative
|
1,666,666
|
38,333
|
38,333
|
162,913
|
151,413
|
|||||||||||||||
Series D convertible, 10% cumulative
|
300,000
|
-
|
175,000
|
-
|
656,250
|
|||||||||||||||
Series E convertible, 10% cumulative
|
800,000
|
19,022
|
19,022
|
599,563
|
558,173
|
|||||||||||||||
Undesignated Preferred Series
|
5,143,137
|
—
|
—
|
—
|
—
|
|||||||||||||||
Total Preferred Stock
|
10,000,000
|
198,355
|
373,355
|
$
|
1,320,638
|
$
|
1,886,499
|
Liquidation Value:
|
$4.50 per share, $212,625
|
Conversion Price:
|
$10,303 per share
|
Conversion Rate:
|
0.00044—Liquidation Value divided by Conversion Price ($4.50/$10,303)
|
Voting Rights:
|
None
|
Dividends:
|
None
|
Conversion Period:
|
Any time
|
Weighted
|
||||||||||||||||
Weighted
|
Average
|
|||||||||||||||
Average
|
Aggregate
|
Remaining
|
||||||||||||||
Options and
|
Exercise
|
Intrinsic
|
Contractual
|
|||||||||||||
Warrants
|
Price
|
Value
|
Life (Years)
|
|||||||||||||
Outstanding at December 31, 2013
|
—
|
$
|
—
|
—
|
—
|
|||||||||||
Outstanding as result of the merger
|
62,140
|
$
|
4.00
|
—
|
9.00
|
|||||||||||
Granted
|
81,298
|
1.60
|
—
|
4.50
|
||||||||||||
Expired
|
(130)
|
(4.00)
|
—
|
—
|
||||||||||||
Outstanding at December 31, 2014
|
143,308
|
$
|
2.64
|
—
|
6.46
|
|||||||||||
Granted
|
257,500
|
1.60
|
—
|
5.00
|
||||||||||||
Outstanding at December 31. 2015
|
400,808
|
$
|
2.29
|
5.18
|
Operating
|
||||
Year
|
Leases
|
|||
(in thousands)
|
||||
2016
|
$
|
148
|
||
2017
|
90
|
|||
2018
|
35
|
|||
Total
|
$
|
273
|
2015
|
2014
|
|||||||
Federal
|
$
|
—
|
$
|
129
|
||||
State and local
|
—
|
—
|
||||||
Foreign
|
1
|
23
|
||||||
Total current income tax expense
|
$
|
1
|
$
|
152
|
Summary of Expense
|
2015
|
2014
|
||||||
Current
|
1
|
152
|
||||||
Deferred
|
77
|
(48
|
)
|
|||||
Total Income Tax Expense
|
$
|
78
|
$
|
104
|
2015
|
2014
|
|||||||
Statutory U.S. federal rate
|
(34.0
|
)%
|
(35.0
|
)%
|
||||
Permanent differences
|
0.03
|
—
|
||||||
Impact of differences related to foreign earnings
|
(0.01
|
)%
|
(10.00
|
)%
|
||||
Application of valuation allowance to US deferred tax assets upon merger
|
—
|
%
|
18.00
|
%
|
||||
Valuation allowance
|
43.87
|
%
|
44.00
|
%
|
||||
Provision for income tax expense
|
9.89
|
%
|
17.00
|
%
|
2015
|
(As Restated)
2014
|
|||||||
(in thousands)
|
||||||||
Deferred Tax Assets:
|
||||||||
Net operating loss carryforwards
|
$
|
3,548
|
$
|
24,500
|
||||
Accrued expenses
|
1,152
|
-
|
||||||
Accounts receivable timing differences
|
29
|
76
|
||||||
Property and equipment
|
79
|
93
|
||||||
Total Deferred Tax Assets
|
4,808
|
24,669
|
||||||
Valuation Allowance
|
(4,732
|
)
|
(24,500)
|
|||||
Net Deferred Tax Asset
|
76
|
169
|
||||||
Deferred Tax Liability:
|
||||||||
In-process research and development and trademarks
|
(2,205)
|
(2,205)
|
||||||
Net Deferred Tax Liability
|
$
|
(2,129)
|
$
|
(2,036)
|
United States
|
Germany
|
Poland
|
Total
|
|||||||||||||||||||||||||||||
2015
|
(As Restated)
2014
|
2015
|
2014
|
2015
|
2014
|
2015
|
(As Restated)
2014
|
|||||||||||||||||||||||||
Total Assets
|
$ | 11,826 | $ | 11,592 | $ | 6,357 | $ | 6,989 | $ | 195 | $ | 63 | $ | 18,378 | $ | 18,644 | ||||||||||||||||
Property and equipment, net
|
84 | 98 | 1,853 | 1,985 | 4 | 8 | 1,941 | 2,091 | ||||||||||||||||||||||||
Intangible Assets
|
10,518 | 10,518 | - | - | - | - | 10,518 | 10,518 | ||||||||||||||||||||||||
Revenues
|
985 | 1,349 | 8,859 | 9,633 | 43 | 1 | 9,887 | 10,983 | ||||||||||||||||||||||||
Net income (loss)
|
$ | (984 | ) | $ | (730 | ) | $ | 167 | $ | 76 | $ | (42 | ) | $ | (45 | ) | $ | (859 | ) | $ | (699 | ) |
1 Year Medite Cancer Diagnostics (CE) Chart |
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