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ADMD > SEC Filings for ADMD > Form 8-K on 9-Jul-2014All Recent SEC Filings




Unregistered Sale of Equity Securities, Financial Statements and Ex

Item 3.02. Unregistered Sale of Equity Securities.

On May 15, 2014, Advanced Medical Isotope Corporation (the "Company") entered into an agreement with Battelle Memorial Institute, an Ohio nonprofit corporation ("Battelle"), pursuant to which the Company issued to Battelle (i) a 10% convertible debenture in the principal amount of $350,000 (the "Debenture"),
(ii) a warrant (the "Warrant") exercisable for shares of common stock of the Company (the "Common Stock"), and (iii) 532,609 shares of Common Stock in satisfaction of a promissory note issued by the Company to Battelle on May 1, 2013 in the principal amount of $349,913.41 as payment for research services performed by Battelle for the Company.

The Debenture was scheduled to mature on May 15, 2015 and on June 6, 2014, Battelle converted the Debenture into Common Stock for a total issuance of 16,530,974 shares of Common Stock.

The Warrant is exercisable for three years from issuance to purchase up to the number of shares of Common Stock equal to the quotient obtained by dividing the original principal amount of the Debenture ($350,000) by the Warrant Exercise Price (subject to adjustment to maintain the original value proposition and to support the ability of Battelle to convert the full value of the indebtedness to shares of Common Stock) at a price per share equal to the Warrant Exercise Price in cash. The "Warrant Exercise Price" is equal to the lesser of the market value (defined as the mean market closing price per share over the 10 trading days immediately prior to the notice date of exercise) and $0.046 per share.

The securities described above were offered and sold in reliance upon exemptions from registration pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description

99.1 Press Release Issued July 7, 2014

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