Current Report Filing (8-k)
December 21 2017 - 5:21PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
December 15, 2017
QUANTRX BIOMEDICAL CORPORATION
(Exact name of Registrant as specified in its Charter)
Nevada
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000-17119
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33-0202574
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(State
or other jurisdiction of incorporation)
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(Commission
File No.)
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(IRS
Employer Identification No.)
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10190 SW
90
th
Avenue, Tualatin, Oregon
97123
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(Address
of principal executive offices)
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(212)
980-2235
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(Registrant’s
Telephone Number)
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Not
Applicable
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(Former
name or address, if changed since last report)
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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 Instruction A.2.
below):
☐
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐
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))
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (17 CFR
230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17
CFR 240.12b-2)
☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act
☐
Item 1.01
Entry into a Material Definitive Agreement
On December 15, 2017
(“
Closing
Date
”), QuantRx
Biomedical Corporation (the “
Company
”)
entered into an agreement with Preprogen LLC
(“
Preprogen
”),
pursuant to which the parties agreed to the sale, assignment, and
license-back of certain assets of the Company (the
“
Purchased
Assets
”) related to the
means of collection and analysis of vaginal fluid and exfoliated
vaginal cells, as more specifically set forth in the Asset Purchase
Agreement (the “
APA
”),
Patent Assignment, Trademark Assignment and License Agreement
(together, the “
Transaction
Documents
”) attached
hereto as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3 and 10.4,
respectively.
As consideration for
the sale, assignment and transfer of the Purchased Assets (the
“
Preprogen
Transaction
”),
on the
Closing Date Preprogen (A) paid to the Company $1.0 million
(“
Cash Amount
”)
as follows: (i) approximately $38,000 was paid to the City of
Portland to payoff certain indebtedness owed by the Company to the
City of Portland, (ii) $65,000 was paid to Preprogen as a result of
the cancellation and termination of certain promissory notes
payable to Preprogen by the Company, and (iii) the remaining
balance was paid to the Company in cash at closing (the
“
Closing
Balance
”); and (B) issued to the Company that number
of membership interests of Preprogen equal to 15% of the issued and
outstanding membership interests in Preprogen on a fully diluted
basis as of the Closing Date. Under the terms of the APA, Preprogen
is obligated to pay to the Company such additional amounts
calculated based on the aggregate gross revenue generated by
Preprogen from the sale of products after the Closing Date that
utilize, or royalty payments or licensing fees received by
Preprogen with respect to, the Purchased Assets, if any, as more
particularly set forth in the APA.
At closing, and
as required by the APA, the Company deposited $400,000 of the Cash
Balance in escrow, which funds shall be used to fund up to 50% of
the costs incurred by Preprogen in connection with the development
and manufacturing of materials to be used by the Company for its
over the counter (“
OTC
”)
miniform products and to be used by Preprogen for diagnostic
products related to the Purchased Assets. A copy of the Escrow
Agreement is attached hereto as Exhibit 10.5.
As additional
consideration for the Purchased Assets, the Company issued a
warrant to Preprogen’s designee, to purchase up to 15.0
million shares of the Company’s common stock, par value $0.01
per share, at an exercise price equal to $0.05 per share (the
“
Warrant
”).
The Warrant is immediately exercisable, and shall expire on
December 14, 2022. A copy of the Warrant is attached hereto as
Exhibit 10.6.
Pursuant to the terms of the License Agreement, Preprogen
licensed-back to the Company rights to use the intellectual
property transferred to Preprogen necessary to the development,
manufacture, marketing and sale of the Company’s OTC miniform
products for the feminine hygiene and hemorrhoid treatment
markets.
Item 2.01
Completion of Acquisition or Disposition of
Assets.
See Item 1.01 above.
Item 3.02
Unregistered Sales of Equity Securities
See
Item 1.01 above.
Item 9.01
Financial Statements and Exhibits
See
Exhibit Index.
Disclaimer
The foregoing descriptions of the APA, Patent Assignment, Trademark
Assignment, License Agreement, Escrow Agreement and Warrant do not
purport to be complete, and are qualified in their entirety by
reference to the full text of the APA, Patent Assignment, Trademark
Assignment, License Agreement, Escrow Agreement and Warrant,
attached hereto as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6,
respectively, each of which are incorporated by reference
herein.
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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TRACK GROUP, INC.
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Date:
December 21, 2017
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By:
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/s/
Dr. Shalom Hirschman
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Dr.
Shalom Hirschman
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Chief
Executive Officer
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EXHIBIT INDEX
Exhibit No.
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Description
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Asset
Purchase Agreement, dated December 14, 2017
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Patent
Assignment, dated December 14, 2017
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Trademark
Assignment, dated December 14, 2017
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License
Agreement, dated December 14, 2017
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Escrow
Agreement, dated December 14, 2017
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Warrant,
dated December 14, 2017
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