Current Report Filing (8-k)
December 20 2016 - 4:36PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported)
September 6, 2016
CTD
HOLDINGS, INC.
(Exact
name of registrant as specified in charter)
Florida
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000-25466
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59-3029743
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(State
or other Jurisdiction of Incorporation or Organization)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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14120
N.W. 126th Terrace, Alachua, Florida
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32615
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(Address
of Principal Executive Offices)
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(zip
code)
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386-418-8060
(Registrant’s
telephone
number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under
any of the following provisions:
☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
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
1.02 Termination of a Material Definitive Agreement.
Item
2.01 Completion of Acquisition or Disposition of Assets.
On
December 16, 2016, CTD Holdings, Inc. (the “Company”), completed the sale of its office and manufacturing facility
located in Alachua, Florida for an aggregate purchase price of $980,000. The sale was effected pursuant to a Commercial Contract
entered into on September 6, 2016 by the Company’s wholly-owned subsidiary, Nanosonic Products Inc., and Alchem Laboratories
Corporation (the “Buyer”). The assets sold to the Buyer consisted of the Company’s real property located at
14120 NW 126
th
Terrace, Alachua Florida, sold for a purchase price of $800,000, and substantially all of the Company’s
manufacturing equipment at such location, including the Company’s pulse dryer, sold for a purchase price of $180,000.
The
Company used $664,800 of the proceeds of the sale to repay in full all of its outstanding indebtedness to Regions Bank, which
consisted of a mortgage loan secured by the real property sold to the Buyer, and an equipment loan secured by the equipment sold
to the Buyer, thereby terminating the Company’s loan agreements with Regions Bank.
Net
cash proceeds to the Company from the sale, after giving effect to repayment of the indebtedness to Regions Bank as described
above and the payment of transaction expenses, amounted to $255,690, which will be used for working capital purposes.
In
connection with the closing of the sale, the Buyer and the Company entered into a Post-Occupancy Agreement under which the Company
may continue to occupy the real property located at 14120 NW 126
th
Terrace, Alachua, Florida until January 15, 2017
for $1.00. The Company anticipates that it will negotiate a lease with the Buyer for a portion of the property prior to January
15, 2017.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 10.1
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Commercial
Contract between Alchem Laboratories Corporation and Nanosonic Products Inc., entered into September 6, 2016
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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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CTD Holdings, Inc.
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Date: December 20, 2016
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By:
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/s/
Jeffrey L. Tate
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Jeffrey L. Tate
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Chief Operating Officer
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EXHIBIT
INDEX
No.
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Description
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Exhibit 10.1
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Commercial
Contract between Alchem Laboratories Corporation and Nanosonic Products Inc., entered into September 6, 2016
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