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Quotes & Info
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| MDRM.OB > SEC Filings for MDRM.OB > Form 8-K on 10-Aug-2011 | All Recent SEC Filings |
10-Aug-2011
Entry into a Material Definitive Agreement
On August 4, 2011, through a fully owned subsidiary that we incorporated under laws of Toronto, Canada, we entered into a share exchange agreement to acquire all of the outstanding common stock of Lumigene Technologies, Inc. ("Lumigene"). Lumigene is, a corporation organized in Ontario, Canada, in the business of developing point of source infectious disease diagnostic machines which will enable health professionals to quickly and effectively diagnose and treat infectious diseases. Its products are the subject of ongoing research and development efforts. Lumigene has realized no revenue to date.
Our aggregate purchase price for the shares and certain debt owed to the current shareholders of Lumigene is $1,000,000, an additional $480,000 if certain post closing milestones are satisfied and 2% of all gross revenue realized from the business after the closing. The purchase price is reflected in Canadian dollars.
The closing of this transaction is subject to various conditions including our satisfactory completion of due diligence within 60 days from August 4, 2011 and procuring various consents that may be required under Lumigene's existing contracts with third parties. Furthermore, we will need to raise the funds necessary to close the transaction as well as to provide working capital to allow Lumigene to continue the development of its products. There can be no assurance that the conditions precedent to closing this transaction will be satisfied or that we will be able to raise the funds necessary to consummate the transaction.
Item 9.01 Exhibits.
Exhibit No. Description of Exhibit
10.2 Share Purchase Agreement dated August 4, 2011 between MDRM Group
(Canada) Ltd. (of the first part), Michalkoff Family Trust, Hrycyshyn
Family Trust and Stolarchuk Family Trust (of the second part),
Lumigene Technologies Inc. (of the third part)and Mark Michalkoff,
Roman Hrycyshyn and Danylo Stolarchuk (of the fourth part).
99.1 Press Release issued August 10, 2011
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