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MMMS > SEC Filings for MMMS > Form 8-K on 15-Mar-2013All Recent SEC Filings

Show all filings for MEDYTOX SOLUTIONS, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for MEDYTOX SOLUTIONS, INC.


15-Mar-2013

Entry into a Material Definitive Agreement, Creation of a Direct Financia


Item 1.01. Entering into a Material Definitive Agreement

As previously reported in the Form 8-K filed on May 21, 2012, on May 14, 2012, Medytox Solutions, Inc. ("Medytox") borrowed $550,000 from TCA Global Credit Master Fund, LP ("TCA") pursuant to the terms of the Senior Secured Revolving Credit Facility Agreement, dated as of April 30, 2012, among Medytox, Medytox Medical Marketing & Sales, Inc., Medytox Diagnostics, Inc., PB Laboratories, LLC and TCA. As further previously reported in the Form 8-K filed on August 15, 2012, on August 8, 2012, Medytox borrowed an additional $525,000 from TCA pursuant to the terms of Amendment No. 1 to Senior Secured Revolving Credit Facility Agreement, dated as of July 31, 2012. Moreover, as previously reported in the Form 8-K filed on December 17, 2012, on December 4, 2012, Medytox borrowed an additional $650,000 from TCA pursuant to the terms of Amendment No. 2 to Senior Secured Revolving Credit Facility Agreement, dated as of October 31, 2012 (as so amended, the "Credit Agreement").

Effective January 22, 2013, Biohealth Medical Laboratory, Inc., a recently acquired majority-owned subsidiary of Medytox ("Biohealth"), entered into a Guaranty Agreement to guaranty the TCA loan and a Security Agreement to pledge substantially all its assets to secure its guaranty.

On March 4, 2013, Medytox borrowed an additional $800,000 from TCA pursuant to the terms of Amendment No, 3 to Senior Secured Revolving Credit Facility Agreement, dated as of February 28, 2013 ("Amendment No. 3"). These additional funds shall be used in accordance with management's discretion. In connection with Amendment No. 3, Advantage Reference Labs, Inc., a newly-formed wholly-owned subsidiary of Medytox ("Advantage"), entered into a Guaranty Agreement to guaranty the TCA loan and a Security Agreement to pledge substantially all its assets to secure its guaranty.

Medytox paid certain fees to TCA, as set forth in Amendment No. 3.

In connection with Amendment No. 3, Medytox executed an Amended and Restated Revolving Promissory Note, due September 4, 2013, in the amount of $2,525,000.
Except as provided in Amendment No. 3, the terms of the Credit Agreement remain in full force and effect.

There are no material relationships between Medytox or any of its affiliates and TCA, other than with respect to the Credit Agreement and Amendment No. 3.

The foregoing is qualified in its entirety by reference to (i) Amendment No. 3, a copy of which is filed herewith as Exhibit 10.1, (ii) the Amended and Restated Revolving Promissory Note, a copy of which is filed herewith as Exhibit 10.2,
(iii) the Guaranty Agreement, dated as of January 22, 2013, by Biohealth in favor of TCA, a copy of which is filed herewith as Exhibit 10.3, (iv) the Security Agreement, dated as of January 22, 2013, between Biohealth and TCA, a copy of which is filed herewith as Exhibit 10.4, (v) the Guaranty Agreement, dated as of February 28, 2013, by Advantage in favor of TCA, a copy of which is filed herewith as Exhibit 10.5, and (vi) the Security Agreement, dated as of February 28, 2013, between Advantage and TCA, a copy of which is filed herewith as Exhibit 10.6.




Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth above in Item 1.01 is incorporated by reference.



Item 8.01. Other Events

As previously reported, in February 2012 Bradley Ray filed an action claiming the ownership of Medytox Institute of Laboratory Medicine, Inc., a subsidiary of Medytox ("MILM"). On January 29, 2013, the parties reached an agreement resolving and settling all their disputes. As a result of the settlement, all cases in which Mr. Ray alleged an ownership interest in MILM have been dismissed with prejudice.



Item 9.01. Financial Statements and Exhibits

(d)  Exhibits

            Exhibit Number                            Description
                 10.1                   Amendment No. 3 to Senior Secured
                                        Revolving Credit Facility Agreement,
                                        dated as of February 28, 2013, among
                                        Medytox Solutions, Inc., Medytox
                                        Medical Marketing & Sales, Inc.,
                                        Medytox Diagnostics, Inc., PB
                                        Laboratories, LLC, Biohealth Medical
                                        Laboratory, Inc., Advantage Reference
                                        Labs, Inc., and TCA Global Credit
                                        Master Fund, LP
                 10.2                   Amended and Restated Revolving
                                        Promissory Note, dated February 28,
                                        2013, issued by Medytox Solutions, Inc.
                                        to TCA Global Credit Master Fund, LP
                 10.3                   Guaranty Agreement, dated as of January
                                        22, 2013, by Biohealth Medical
                                        Laboratory, Inc. in favor of TCA Global
                                        Credit Master Fund, LP
                 10.4                   Security Agreement, dated as of January
                                        22, 2013, between Biohealth Medical
                                        Laboratory, Inc. and TCA Global Credit
                                        Master Fund, LP
                 10.5                   Guaranty Agreement, dated as of
                                        February 28, 2013, by Advantage
                                        Reference Labs, Inc. in favor of TCA
                                        Credit Master Fund, LP
                 10.6                   Security Agreement, dated as of
                                        February 28, 2013, between Advantage
                                        Reference Labs, Inc. and TCA Global
                                        Credit Master Fund, LP

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