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| MPSP.OB > SEC Filings for MPSP.OB > Form 8-K on 6-Oct-2008 | All Recent SEC Filings |
6-Oct-2008
Entry into a Material Definitive Agreement, Other Events, Financial
Vision Opportunity Master Fund, Ltd. ("Vision") and an affiliated fund, holders of the Series J Warrant to purchase the Company's Series B Preferred Stock, have exercised their warrants and purchased a total of 745,413 shares of Series B Stock for $6.5 million in cash through September 30, 2008. The unexercised balance of the J Warrants outstanding after the exercises totaled 748,366 shares of Series B Stock at the purchase price of $8.72 per share. Each share of Series B Stock converts into 4 shares of common stock at the present conversion price of $2.18 per share.
Vision has committed to exercise the remainder of the J Warrant for cash by November 1, 2008, subject to MedPro amending the terms of its option to purchase certain needlestick prevention technology from SGPF, LLC, a company owned by MedPro's Chairman and CEO W. Craig Turner.
On September 30, 2008, MedPro exercised its option to purchase certain needlestick prevention technology under its Technology Development and Option Agreement with SGPF.
MedPro and SGPF entered into the amendment to their Technology Development and Option Agreement on September 8, 2008. The amendment:
º Increased the portion of the exercise price to be paid in cash from
$2,500,000 to $3,345,000, which amount included all amounts SGPF had paid
to date to acquire the applicable patents and patent applications
technology under its agreement with the original holders of the technology;
and
º reduced the portion of the exercise price payable in shares of newly issued
shares of MedPro common stock from $2,500,000 to $1,250,000 based on a
value of $1.81 per common share.
The amendment took effect when (a) the holders of the Company's Series J Warrants exercised them to purchase shares of MedPro's Series B Stock for at least $6.5 million in cash on or before September 30, 2008, and (b) MedPro exercised its option to purchase the Blunt Technology under the Agreement, which occurred on September 30, 2008.
MedPro and UniLife Medical Solutions Limited have mutually agreed to terminate MedPro's option agreement to acquire a license to sell certain Unilife products in the United States and certain other arrangements between the two companies. UniLife paid a total of $2.3 million to MedPro on September 30, 2008, to terminate the option agreement and repay the option fee, compensate UniLife for expenses incurred in connection with certain strategic initiatives between MedPro and UniLife since 2006, and complete contract work for MedPro by Unilife's wholly owned subsidiary, Integrated BioSciences Inc., of Lewisburg, Pennsylvania, a contract manufacturer of medical devices. The terminated option agreement had provided that if MedPro and UniLife were unable to negotiate the terms of an exclusive license for MedPro to sell and distribute certain UniLife safety syringe products in the United States by September 1, 2008, then MedPro would acquire an exclusive license unless UniLife repaid MedPro's $3 million option fee with interest.
On October 6, 2008, MedPro announced that it had received initial payments totaling $2.7 million under its agreements with Greiner Bio-One International following Greiner's approval of production line designs for MedPro's phlebotomy products. A copy of the press release is attached as exhibit 99.1 to this report.
(d) Exhibits
Exhibit
Number Description
--------- -----------------------------------------------------------------------
10.1 Amendment to Technology Development and Option Agreement between SGPF,
LLC and MedPro
99.1 Press release issued October 6, 2008.
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