Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
IVD > SEC Filings for IVD > Form 8-K on 29-Dec-2011All Recent SEC Filings

Show all filings for IVAX DIAGNOSTICS INC

Form 8-K for IVAX DIAGNOSTICS INC


29-Dec-2011

Entry into a Material Definitive Agreement, Financial Statements and Exhibit


Item 1.01 Entry into a Material Definitive Agreement.

On December 29, 2011, IVAX Diagnostics, Inc. (the "Company") entered into an amendment (the "Amendment") with ERBA Diagnostics Mannheim GmbH ("ERBA") to that certain stock purchase agreement, dated April 8, 2011, to which both the Company and ERBA are parties (the "Stock Purchase Agreement").

As previously disclosed, pursuant to the Stock Purchase Agreement, the Company agreed to sell and issue to ERBA a total of 20,000,000 shares of the Company's common stock at a purchase price of $0.75 per share for an aggregate purchase price of $15,000,000 and warrants to purchase an additional 20,000,000 shares of the Company's common stock (the "Warrant") (the foregoing, collectively, the "Investment"), in the following manner: (i) 6,666,667 shares of the Company's common stock for an aggregate purchase price of $5,000,000, upon the initial consummation of the Investment, which occurred on July 1, 2011 (the "Initial Closing"); (ii) 6,666,667 shares of the Company's common stock for an aggregate purchase price of $5,000,000, on or prior to the date which is six months after the Initial Closing (the "Second Closing"); and (iii) 6,666,666 shares of the Company's common stock for an aggregate purchase price of $5,000,000, on or prior to the date which is one year after the Initial Closing (the "Final Closing").

Pursuant to the Amendment, the Stock Purchase Agreement has been amended to state that: (i) the Second Closing will take place, after the Initial Closing, on the date that is sixty (60) days after the date on which a majority of the independent directors on the Company's Board of Directors determines by vote or written consent that the Second Closing shall occur and causes the Company to provide notice thereof to ERBA; and (ii) the Final Closing will take place, after the Initial Closing and after or simultaneously with the Second Closing, on the date that is sixty (60) days after the date on which a majority of the independent directors on the Company's Board of Directors determines by vote or written consent that the Final Closing shall occur and causes the Company to provide notice thereof to ERBA. The Amendment was unanimously approved by the independent directors on the Company's Board of Directors.

As previously disclosed, ERBA currently owns, directly or indirectly, 26,701,380 shares of the Company's common stock, or approximately 77.6% of the issued and outstanding shares of the Company's common stock, and, assuming the full consummation of the Investment under the Stock Purchase Agreement including the full exercise of the Warrant, ERBA would currently beneficially own, directly or indirectly, 60,034,713 shares of the Company's common stock, or approximately 88.7% of the issued and outstanding shares of the Company's common stock. As also previously disclosed, Suresh Vazirani, executive Chairman of the Board of Directors of the Company, is the Chief Executive Officer and Managing Director of ERBA, and Kishore "Kris" Dudani, a member of the Company's Board of Directors, serves as the Marketing and Business Development Representative - South, Central and Latin America of ERBA.

The foregoing description of the Amendment is only a summary and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and which is incorporated into this Item 1.01 in its entirety.




Item 9.01 Financial Statements and Exhibits.

(d)      Exhibits

Exhibit 10.1  Amendment to Stock Purchase Agreement, dated December 29, 2011, by
-             and between IVAX Diagnostics, Inc. and ERBA Diagnostics Mannheim
              GmbH


  Add IVD to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for IVD - All Recent SEC Filings
Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.