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:
| ¨ | Preliminary
Information Statement |
| ¨ | Confidential,
For Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) |
| x | Definitive
Information Statement |
MEDITE
CANCER DIAGNOSTICS, INC.
(Name of Registrant as Specified in its
Charter)
Payment of Filing Fee (Check
the appropriate box):
| ¨ | Fee
computed on table below per Exchange Act Rules 14c-5(g) and 0-11. |
| (1) | Title
of each class of securities to which transaction applies: |
| (2) | Aggregate
number of securities to which transaction applies: |
| (3) | 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): |
| (4) | Proposed
maximum aggregate value of transaction: |
| ¨ | Fee
paid previously with preliminary materials. |
| ¨ | 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. |
| (1) | Amount
Previously Paid: |
| (2) | Form,
Schedule or Registration Statement No.: |
MEDITE CANCER DIAGNOSTICS, INC.
4303 SW 34th St.
Orlando FL 32811
(407) 996-9631
Dear Stockholder:
This Information Statement
is being furnished on or about February 9, 2015, by Medite Cancer Diagnostics, Inc., a Delaware corporation (the “Company”),
to holders of the Company’s outstanding common stock, par value $0.001 per share (“Common Stock”), as of the
close of business on February 4, 2015, pursuant to Rule 14c−2 under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). The purpose of this Information Statement is:
(i) to inform you that
we have obtained the written consent of the holders of the majority of the issued and outstanding shares of our Common Stock and
Series E Convertible Preferred Stock, voting together as a single class, to amend our certificate of incorporation to effect a
reverse stock split of our issued and outstanding common stock by a ratio of 1-for-100, while maintaining the current amount of
shares of common stock and preferred stock that are presently authorized; and
(ii) to serve as notice
of the foregoing actions in accordance with Section 228(e) of the Delaware General Corporation Law.
The holders of the
majority of our issued and outstanding shares of Common Stock and Series E Convertible Preferred Stock, voting together as a single
class, executed a written consent in favor of the foregoing action on December 31, 2014. This consent satisfied the stockholder
approval requirements under Delaware law and our certificate of incorporation and will allow us to take the proposed action as
soon as practicable.
WE ARE NOT ASKING
YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. Your consent to the aforementioned action is not required and
is not being solicited. The accompanying Information Statement is being furnished to you for informational purposes only. Please
read the accompanying Information Statement carefully.
| |
/s/ Michaela Ott |
|
| |
Michaela Ott |
|
| |
Chief Executive Office |
|
| |
|
|
February 9, 2015
______________________________
MEDITE CANCER DIAGNOSTICS, INC.
4303 SW 34th St.
Orlando FL 32811
(407) 996-9631
______________________________
INFORMATION STATEMENT
Dated February 9, 2015
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
INTRODUCTION
This Information Statement
is being mailed on or about February 9, 2015 to the stockholders of record of Medite Cancer Diagnostics, Inc. (the “Company,”
“we” or “us”) at the close of business on February 4, 2015 (the “Record Date”). This Information
Statement is being sent to you for information purposes only. No action is required or requested on your part.
This Information Statement
is being provided:
(i) to inform
you of the approval of an amendment to our certificate of incorporation (as amended to date, “Certificate of Incorporation”)
to implement a reverse stock split of our common stock, par value $.001 per share (“Common Stock”), at a ratio of 1-for-100,
while maintaining the current amount of shares of common stock and preferred stock that are presently authorized; and
(ii) to serve
as notice of the foregoing actions in accordance with Section 228(e) of the Delaware General Corporation Law.
Section 228(a) of the
Delaware General Corporation Law states that, unless otherwise provided in the certificate of incorporation, any action that may
be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote,
if consents in writing, setting forth the action so taken, are signed by the holders of outstanding 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, and those consents are delivered to the corporation by delivery to its registered office
in Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings
of meetings of stockholders are recorded.
The amendment
was approved on December 31, 2014, upon the execution of a written consent by the holders of the majority of the issued and outstanding
shares of our Common Stock and Series E Convertible Preferred Stock (“Series E Stock”), voting together as a single
class. Because the amendment has been approved by the holders of the requisite number of outstanding shares that are entitled to
cast votes, no other stockholder approval of the amendment is necessary. This Information Statement will also serve as notice of
actions taken without a meeting as required by Section 228(e) of the Delaware General Corporation Law. No further notice of the
actions described herein will be given to you.
We are currently authorized
to issue 3,500,000,000 shares of Common Stock and 10,000,000 shares of preferred stock, $.001 par value per share (“Preferred
Stock”). As of the close of business on the Record Date, there were 1,922,856,104 shares of Common Stock, 47,250
shares of Series A Convertible Preferred Stock, 93,750 shares of Series B Convertible Preferred Stock, 38,333 shares of Series
C Convertible Preferred Stock, 175,000 shares of Series D Convertible Preferred Stock, and 19,022 shares of Series E Stock issued
and outstanding. Each share of Common Stock is entitled to one vote and each share of Series E Stock is entitled to one vote for
each share of Common Stock into which such share is convertible on the Record Date, calculated to the nearest whole share. As of
the Record Date, the Series E Stock outstanding was convertible into approximately 52,311 shares of Common Stock. Other than the
Series E Stock, no class of Preferred Stock is entitled to vote on the amendment to our certificate of incorporation. The affirmative
vote or written consent of the holders of a majority of the issued and outstanding shares of our Common Stock and Series E Convertible
Preferred Stock, voting together as a single class is necessary to approve the amendment to our Certificate of Incorporation. The
requisite stockholder approval of the amendment was obtained on December 31, 2014.
The expenses of preparing
and mailing this Information Statement and all documents that now accompany or may hereafter supplement it will be borne by us.
We will reimburse brokers and other persons holding stock in their names or the names of nominees for their expenses incurred in
forwarding this Information Statement to the beneficial owners of such shares.
Amendment
to our CERTIFICATE of Incorporation to effect a reverse stock split of our common stock
On
December 31, 2014, our board of directors executed a written consent authorizing the amendment to our Certificate of Incorporation.
On December 31, 2014, the holders of the majority of the issued and outstanding shares of our Common Stock and Series E Convertible
Preferred Stock, voting together as a single class, acted by written
consent to approve the amendment. A copy of this amendment is attached to this Information Statement as Appendix A (subject
to any changes required by applicable law) (the “Certificate of Amendment”).
General
The reverse stock split
will be realized simultaneously for all outstanding Common Stock and the ratio will be the same for all outstanding Common Stock.
The reverse stock split will affect all holders of Common Stock uniformly and each stockholder will hold the same percentage of
Common Stock outstanding immediately following the reverse stock split as that stockholder held immediately prior to the reverse
stock split, except for adjustments that may result from the treatment of fractional shares as described below. The Certificate
of Amendment will not reduce the number of authorized shares of Common Stock (which will remain at 3,500,000,000) and will not
change the par value of the Common Stock (which will remain at $0.001 per share).
Reasons for the Reverse Stock Split
The reason for the
reverse stock split is to provide us with the ability to support our present capital needs and future anticipated growth. As discussed
below under the caption "Effect on Authorized but Unissued Shares," the reverse stock split will have the effect
of significantly increasing the number of authorized but unissued shares of Common Stock. The Board believes that we will need
to raise additional capital in order to continue our operations through 2015 and beyond. As of February 4, 2015, 1,577,143,896
shares of Common Stock were authorized but unissued and available for issuance, which may not be sufficient to meet our capital
needs. The availability of additional shares of Common Stock would also provide us with the flexibility to consider and respond
to future business opportunities and needs as they arise, including equity offerings, mergers or other business combinations, asset
acquisitions, stock dividends, stock splits and other corporate purposes. The Company currently has no agreements for any of the
foregoing.
Principal Effects of the Reverse Stock Split
A reverse stock
split refers to a reduction in the number of outstanding shares of a class of a corporation's capital stock, which may be
accomplished, as in this case, by reclassifying and combining all of our outstanding shares of Common Stock into a
proportionately smaller number of shares. For example, a stockholder holding 10,000 shares of Common Stock before the reverse
stock split would instead hold 100 shares of Common Stock immediately after the reverse stock split. Each stockholder's
proportionate ownership of outstanding shares of Common Stock will remain the same subject to adjustments in connection with
rounding up fractional shares. All shares of Common Stock will remain validly issued, fully paid and non-assessable.
We do not intend to use the reverse
stock split as a part of or a first step in a "going private" transaction within the meaning of Rule 13e-3 of the Securities
and Exchange Act of 1934, as amended (the "Exchange Act"). There is no plan or contemplated plan by the Company to take
itself private at the date of this information statement.
Effect on Authorized but Unissued Shares
The reverse stock split
will have the effect of significantly increasing the number of authorized but unissued shares of Common Stock. The number of authorized
shares of Common Stock will not be decreased and will remain at 3,500,000,000. Because the number of outstanding shares will be
reduced as a result of the reverse stock split, the number of shares available for issuance will be increased. As of the Record
Date, there were 1,922,856,104 shares of Common Stock issued and outstanding. After completion of the reverse stock split,
there will be 19,228,562 shares of Common Stock issued and outstanding.
We may issue shares
to acquire other companies or assets or engage in business combination transactions. As of the date of this information statement,
we have no specific plans, arrangements or understandings, whether written or oral, with respect to the increase in shares available
for issuance as a result of the reverse stock split.
Anti-Takeover and Dilutive Effects
The purpose of maintaining
our authorized Common Stock at 3,500,000,000 shares after the reverse stock split is to facilitate our ability to raise additional
capital to support our operations, not to establish any barriers to a change of control or acquisition of the Company. Shares of
Common Stock that are authorized but unissued provide the Board with flexibility to effect, among other transactions, public or
private financings, subscription rights offerings, mergers, acquisitions, stock dividends, stock splits and the granting of equity
incentive awards. However, these authorized but unissued shares may also be used by the Board, consistent with and subject to its
fiduciary duties, to deter future attempts to gain control of us or make such actions more expensive and less desirable.
In addition, the issuance
of additional shares of Common Stock for any of the corporate purposes listed above could have a dilutive effect on earnings per
share and the book or market value of the outstanding Common Stock, depending on the circumstances, and would likely dilute a stockholder's
percentage voting power in the Company. Holders of Common Stock are not entitled to preemptive rights or other protections against
dilution.
We did not propose
this amendment to our Certificate of Incorporation in response to any effort known to us to accumulate Common Stock or to obtain
control of us by means of a merger, tender offer or solicitation in opposition to management.
Effect on Fractional Stockholders
No fractional shares
of Common Stock will be issued in connection with the reverse stock split. In lieu of issuing fractional shares, we intend to round
shares up to the next whole share.
Effect on Beneficial Stockholders
If you hold shares of Common Stock in "street
name" through an intermediary, we will treat your Common Stock in the same manner as stockholders whose shares are registered
in their own names. Intermediaries will be instructed to effect the reverse stock split for their customers holding Common Stock
in street name. However, these intermediaries may have different procedures for processing a reverse stock split. If you hold shares
of Common Stock in street name, we encourage you to contact your intermediaries.
Registered "Book-Entry" Holders of Common Stock
If you hold shares
of Common Stock electronically in book-entry form with our transfer agent, you do not currently have and will not be issued stock
certificates evidencing your ownership after the reverse stock split, and you do not need to take action to receive post-reverse
stock split shares. If you are entitled to post-reverse stock split shares, a transaction statement will automatically be sent
to you indicating the number of shares of Common Stock held following the reverse stock split.
Effect on Registered Stockholders Holding Certificates
As soon as practicable
after the reverse stock split, our transfer agent will mail transmittal letters to each stockholder holding shares of Common Stock
in certificated form. The letter of transmittal will contain instructions on how a stockholder should surrender his or her certificate(s)
representing shares of Common Stock (the "Old Certificates") to the transfer agent in exchange for certificates representing
the appropriate number of whole shares of post-reverse stock split Common Stock (the "New Certificates"). No New Certificates
will be issued to a stockholder until such stockholder has surrendered all Old Certificates, together with a properly completed
and executed letter of transmittal, to the transfer agent. Stockholders will then receive a New Certificate(s) representing the
number of whole shares of Common Stock that they are entitled as a result of the reverse stock split. Until surrendered, we will
deem outstanding Old Certificates held by stockholders to be cancelled and only to represent the number of whole shares of post-reverse
stock split Common Stock to which these stockholders are entitled. Any Old Certificates submitted for exchange, whether because
of a sale, transfer or other disposition of stock, will automatically be exchanged for New Certificates.
Effect on Outstanding Options and Warrants
Upon a reverse stock
split, all outstanding options, warrants and future or contingent rights to acquire Common Stock will be adjusted to reflect the
reverse stock split. With respect to all outstanding options and warrants to purchase Common Stock, the number of shares of Common
Stock that such holders may purchase upon exercise of such options or warrants will decrease, and the exercise prices of such options
or warrants will increase, in proportion to the fraction by which the number of shares of Common Stock underlying such options
and warrants are reduced as a result of the reverse stock split. Also, the number of shares reserved for issuance under our existing
stock option and equity incentive plans would be reduced proportionally based on the ratio of the reverse stock split.
Effect on Outstanding Shares of Preferred Stock
All outstanding
shares of preferred stock entitling the holders thereof to convert such securities into shares of our Common Stock (including
but not limited to our Series A, B, C, D and E Convertible Preferred Stock) will enable such holders to receive, upon
conversion of such shares of preferred stock, one-one hundredth of the number of shares of our Common Stock that such holders
would have been able to receive upon conversion of their shares of preferred stock immediately preceding the reverse stock
split, at a conversion price equal to between one hundred times greater the price before the reverse stock split, resulting
in approximately the same aggregate conversion price upon conversion thereof as in effect immediately preceding the reverse
stock split.
Procedure for Effecting the Reverse Stock Split
If the Board elects
to affect the reverse stock split, we will affect the reverse stock split by filing the Certificate of Amendment with the Secretary
of State of the State of Delaware. The reverse stock split will become effective, and the combination of, and reduction in, the
number of our outstanding shares as a result of the reverse stock split will occur automatically, at the time of the filing of
the Certificate of Amendment (referred to as the "effective time"), without any action on the part of our stockholders
and without regard to the date that stock certificates representing any certificated shares prior to the reverse stock split are
physically surrendered for new stock certificates. Beginning at the effective time, each certificate representing pre-reverse stock
split shares will be deemed for all corporate purposes to evidence ownership of post-reverse stock split shares. The text of the
Certificate of Amendment is subject to modification to include such changes as may be required by the office of the Secretary of
State of the State of Delaware and as the Board deems necessary and advisable to effect the reverse stock split.
The Board reserves
the right, notwithstanding stockholder approval and without further action by the stockholders, to elect not to proceed with the
reverse stock split if, at any time prior to filing the Certificate of Amendment, the Board, in its sole discretion, determines
that it is no longer in the best interests of the Company and its stockholders to proceed with the reverse stock split.
Stockholders should
not destroy any stock certificate(s) and should not submit any certificate(s) until they receive a letter of transmittal from our
transfer agent.
Effective Date of the Amendment
The amendment to our
Certificate of Incorporation will become effective upon the filing of a Certificate of Amendment to our Certificate of Incorporation
with the Secretary of State of Delaware. Our board of directors intends to file the Certificate of Amendment to our Certificate
of Incorporation as soon as practicable upon the passing of 20 calendar days from the date a definitive copy of this Information
Statement is mailed to our stockholders. The full text of the proposed amendment is set forth in Appendix A to this Information
Statement. The text of the amendment is subject to modification to include such changes as may be required by the office of the
Secretary of State of Delaware and as our board of directors deems necessary and advisable to effect the amendment.
Certain Material U.S. Federal Income Tax Consequences of
the Reverse Stock Split
The following is a
summary of important tax considerations of the reverse stock split. It addresses only stockholders who hold Common Stock as capital
assets. It does not purport to be complete and does not address stockholders subject to special rules, such as financial institutions,
tax-exempt organizations, insurance companies, dealers in securities, foreign stockholders, stockholders who hold their pre-reverse
stock split shares as part of a straddle, hedge or conversion transaction, and stockholders who acquired their pre-reverse stock
split shares pursuant to the exercise of employee stock options or otherwise as compensation. This summary is based upon current
law, which may change, possibly even retroactively. It does not address tax considerations under state, local, foreign and other
laws. The tax treatment of a stockholder may vary depending upon the particular facts and circumstances of such stockholder. Each
stockholder is urged to consult with such stockholder's own tax advisor with respect to the tax consequences of the reverse stock
split.
A stockholder generally
will not recognize gain or loss on the reverse stock split. The aggregate tax basis of the post-reverse stock split shares received
will be equal to the aggregate tax basis of the pre-reverse stock split shares exchanged therefor, and the holding period of the
post-reverse stock split shares received will include the holding period of the pre-reverse stock split shares exchanged.
The foregoing views
are not binding on the Internal Revenue Service or the courts. Accordingly, each stockholder should consult with his or her own
tax advisor with respect to all of the potential tax consequences to him or her of the reverse stock split.
Accounting Matters
The par value of
the Common Stock will remain unchanged at $0.001 per share after the reverse stock split. As a result, our stated capital,
which consists of the par value per share of the Common Stock multiplied by the aggregate number of shares of the Common
Stock issued and outstanding, will be reduced proportionately at the effective time of the reverse stock split.
Correspondingly, our additional paid-in capital, which consists of the difference between our stated capital and the
aggregate amount paid to us upon the issuance of all currently outstanding shares of Common Stock, will be increased by a
number equal to the decrease in stated capital. Further, net income per share, book value per share and other per share
amounts will be increased as a result of the reverse stock split because there will be fewer shares of Common Stock
outstanding.
Required Vote
The
affirmative vote or written consent of the holders of a majority of the issued and outstanding shares of our Common Stock and Series
E Convertible Preferred Stock, voting together as a single class, is
necessary to approve the amendment to our Certificate of Incorporation. The requisite stockholder approval of the amendment was
obtained on December 31, 2014.
Notice of Action by Written Consent
Pursuant to Rule 14c-2
of Regulation 14C promulgated under the Securities Exchange Act of 1934, as amended, we are required to distribute an information
statement to every stockholder from whom consent is not solicited at least 20 calendar days prior to the earliest date on which
the proposed amendment to our Articles of Incorporation becomes effective. This Information Statement serves as the notice required
by Rule 14c-2 of Regulation 14C.
Dissenters’ Rights
The stockholders have
no right under the DGCL, the Company’s Certificate of Incorporation consistent with above, or the Company’s bylaws
to dissent from the action adopted as set forth herein.
Beneficial
Ownership of OUR Common Stock
The following table
sets forth certain information, as of January 27, 2015, with respect to holdings of our Common Stock by (i) each person known by
us to be the beneficial owner of more than 5% of the total number of shares of Common Stock outstanding as of such date, (ii) each
of our directors and executive officers, and (iii) all directors and executive officers as a group. Except as otherwise indicated,
the address of each person is c/o Medite Cancer Diagnostics, Inc.,4203 SW 34th St., Orlando, FL 32811.
| Name and Address of Beneficial Owner |
|
Beneficial Ownership(1) |
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|
of Class |
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| |
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| Michaela Ott |
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|
734,375,000 |
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38.2% |
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| |
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| Michael Ott |
|
|
734,375,000 |
|
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|
38.2% |
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|
|
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|
|
| Robert F. McCullough Jr. |
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|
167,690,706 |
(2) |
|
|
8.7% |
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| |
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|
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| Augusto Ocana |
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12,442,244 |
|
|
|
* |
|
| |
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|
|
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|
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|
| John H. Abeles, M.D. |
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12,625,598 |
(3) |
|
|
* |
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| |
|
|
|
|
|
|
|
|
| Alexander M. Milley |
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4,652,950 |
(4) |
|
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* |
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| |
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|
|
|
|
|
|
| All current directors and executive officers as a group (6 persons) |
|
|
1,666,161,498 |
|
|
|
86% |
|
| (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, 2014
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 1,922,856,104 shares of common stock outstanding as of the close of business
on January 27, 2015. |
| (2) | Includes
an aggregate 166,205 shares owned by various trusts of which Mr. McCullough is trustee as follows: MJM Educational Trust (15,000)
shares, PFM Educational Trust (15,000 shares), CDM Educational Trust (15,000) shares and the MPC Trust (121,205 shares). |
| (3) | Includes:
(i) 6,775,598 shares owned by Northlea Partners, Ltd., of which Dr. Abeles is General Partner; and (ii) 100,000 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. |
| (4) | Includes:
(i) 149,551 shares held by Azimuth Corporation, of which Mr. Milley is President and Chairman of the Board of Directors, 429,255
shares held by Cadmus Corporation, of which Mr. Milley is President and a director, 80,282 shares held by Milley Management, Inc.,
of which Mr. Milley is President, sole director and majority stockholder, and 23,710 shares held by Winchester National, Inc.,
of which Mr. Milley is a director and executive officer; and (ii) 100,000 shares of common stock awarded in 2009 that have not
yet been issued. An aggregate of 402,890 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. |
Change in Control Transactions in Last Fiscal Year.
We are not aware of any arrangements (including
any pledge by any person of our securities), the operation of which did or may at a subsequent date result in a change of control.
HOUSEHOLDING
Under SEC rules, only one annual report,
information statement or Notice of Internet Availability of Proxy Materials, as applicable, need be sent to any household at which
two or more of our stockholders reside if they appear to be members of the same family and contrary instructions have not been
received from an affected stockholder. This procedure, referred to as householding, reduces the volume of duplicate information
stockholders receive and reduces mailing and printing expenses for us. Brokers with accountholders who are our stockholders may
be householding these materials. Once you have received notice from your broker that it will be householding communications to
your address, householding will continue until you are notified otherwise or until you revoke your consent. If, now or at any time
in the future, you no longer wish to participate in householding and would like to receive a separate annual report, information
statement or Notice of Internet Availability of Proxy Materials, or if you currently receive multiple copies of these documents
at your address and would prefer that the communications be householded, you should contact us at 4303 SW 34th St.,
Orlando FL 32811 or at (407) 996-9631.
REQUESTS FOR CERTAIN
DOCUMENTS
We file annual, quarterly
and current reports, proxy statements and other information with the Securities and Exchange Commission (the “SEC”).
You may read and copy any document we file with the SEC at the SEC’s public reference room at 100 F Street, NE, Washington,
DC 20549. Please call the SEC at 1-800-SEC-0330 for information on the public reference room. The SEC maintains an internet site
that contains annual, quarterly and current reports, proxy and information statements and other information that issuers (including
us) file electronically with the SEC. Our electronic SEC filings are available to the public at the SEC’s internet site,
www.sec.gov.
We make available free
of charge financial information, news releases, SEC filings, including our annual report on Form 10-K, quarterly reports on Form
10-Q, current reports on Form 8-K and amendments to these reports as soon as reasonably practical after we electronically file
such material with, or furnish it to, the SEC, on our website at www.globalstar.com. The documents available on, and the contents
of, our website are not incorporated by reference into this Information Statement.
| |
/s/ Michaela Ott |
|
| |
Michaela Ott |
|
| |
Chief Executive Officer |
|
February 9, 2015
Appendix A
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 effect a 100 to 1 reverse split of the common stock, $.001 par value per share (the “Common Stock”), whereby every
one hundred (100) issued and outstanding shares of the Corporation’s Common Stock (including each share of treasury stock)
shall automatically and without any action on the part of the holder thereof be combined into one (1) fully paid and nonassessable
share of Common Stock of the Corporation and to file this Certificate of Amendment:
The following paragraphs shall be inserted at the end of Article
FOURTH:
“Effective
at 5:00 p.m. (Eastern Time) on the date of filing with the Secretary of State of the State of Delaware (such time, on such date,
the “Effective Time”) of this Certificate of Amendment pursuant to the Delaware General Corporation Law, each one hundred
(100) shares of the Corporation’s common stock, $0.001 par value per share, issued and outstanding immediately prior to the
Effective Time (the “Old Common Stock”) shall automatically without further action on the part of the Corporation or
any holder of Old Common Stock, be reclassified, combined, converted and changed into one (1) fully paid and non-assessable share
of common stock, $0.001 par value per share (the “New Common Stock”), subject to the treatment of fractional share
interests as described below. The conversion of the Old Common Stock into New Common Stock will be deemed to occur at the Effective
Time.
From
and after the Effective Time, certificates representing the Old Common Stock shall represent the number of shares of New Common
Stock into which such Old Common Stock shall have been converted pursuant to this Certificate of Amendment, subject to the treatment
of fractional share interests. There shall be no fractional shares issued, and in lieu thereof, the Corporation will round up to
the nearest whole 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 ________, 2015.
| MEDITE CANCER DIAGNOSTICS, INC. |
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| By: |
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Michaela Ott |
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Chief Executive Officer |
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