Current Report — Form 8-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: 8-K Current Report HTML 25K
2: EX-2.1 Share Exchange Agreement HTML 12K
3: EX-4.1 Series F Preferred Stock Certificate of HTML 10K
Designations
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(817)-529-2300
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the appropriate box below if the Form 8-K filing is intended to
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Emerging growth company ☐
If an emerging growth company, indicate by
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Item
1.01 Entry into a Material Definitive Agreement.
On
March 15, 2019, Wound Management Technologies, Inc., a Texas
corporation doing business as WNDM Medical Inc.
(“WNDM”), executed and closed an agreement with CGI
Cellerate RX, LLC, an affiliate of The Catalyst Group, Inc. (CGI)
of Houston, Texas, for WNDM to acquire the remaining 50% equity
interest in Cellerate, LLC not then owned by WNDM. Prior to this
agreement, WNDM and CGI Cellerate RX, LLC each owned a 50% equity
interest in Cellerate, LLC and shared equally in profits and losses
and management of the company. After closing the acquisition, WNDM
now owns 100% of Cellerate, LLC, and as a wholly owned subsidiary
will report its financial results on a consolidated basis beginning
March 15, 2019. WMDM acquired the remaining 50% equity interest in
Cellerate, LLC in exchange for the issuance to CGI Cellerate RX,
LLC of 1,136,815 shares of WNDM’s Series F Convertible
Preferred Stock (the “Series F Preferred
Stock”).
The
1,136,815 shares of Series F Preferred Stock are the only
outstanding shares of preferred stock of WNDM. The Series F
Preferred Stock was established on March 13, 2019, consisting of
1,200,000 shares. Each share of Series F Preferred Stock may be
converted at any time at the option of the holder into 200 shares
of common stock. Each holder of Series F Preferred Stock is
entitled to vote on all matters submitted for a vote of
WNDM’s shareholders with the number of votes equal to the
number of shares of common stock into which the Series F Preferred
Stock could then be converted. The holders of the Series F
Preferred Stock and common stock vote together on all matters. The
Series F Preferred Stock is senior to WNDM’s common stock as
to the payment of dividends (if any) and the distribution of assets
upon liquidation and winding up. Upon liquidation of WNDM, holders
of Series F Preferred Stock are entitled to a liquidation
preference of $5 per share.
The
definitive agreements related to this transaction are attached as
exhibits to this filing.
Item
2.01 Completion of Acquisition or Disposition of
Assets
The
transaction described in Item 1.01 constitutes the acquisition of a
significant amount of assets. The information included, or
incorporated by reference, in Item 1.01 of this Current Report is
incorporated by reference into this Item 2.01 of this Current
Report.
Item
3.02 Unregistered Sales of Equity Securities
On
March 15, 2019, WNDM sold 1,136,815 shares of its Series F
Convertible Preferred Stock in a private placement transaction that
was not registered under the Securities Act of 1933. The shares of
Series F Preferred Stock were issued in exchange for the
acquisition of remaining 50% equity interest in Cellerate, LLC not
then owned by WNDM. See Item 1.01 herein for a description of the
transaction and the terms of conversion of the Series F Preferred
Stock, which description is incorporated by reference into this
Item 3.02.
WNDM is
relying on the exemption from registration in Section 4(a)(2) of
the Securities Act of 1933. WNDM sold the shares of Series F
Preferred Stock without general solicitation or advertising to a
single institutional accredited investor who represented itself as
being fully informed, with the knowledge and experience to be
capable of evaluating the merits and risks of the transaction, and
with no present intention of selling or distributing the
shares.
Item
5.01 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
Following the
closing of this transaction, Mr. Ron Nixon, Founder and Managing
Partner of CGI, was elected to WNDM’s Board of Directors
effective March 15, 2019. Mr. Nixon currently serves on the board
of directors for publicly traded LHC Group, Inc., Trilliant
Surgical, LLC, Rochal Industries, LLC, Triad Life Sciences, Inc.
and several other privately held companies. Mr. Nixon holds a
bachelor’s degree in mechanical engineering from the
University of Texas at Austin and is a registered professional
engineer in Texas.
Item
9.01 Financial Statements and Exhibits.
(a)
Financial Statements of Business
Acquired.
WNDM will file all required
financial statements, if any, as an amendment to this Current
Report on Form 8-K not later than 71 days after the date this
Current Report as permitted by Item 9.01(a)(4) of Form
8-K.
(b)
Pro Forma Financial
Information.
WNDM
will file all required pro forma financial statements, if any, as
an amendment to this Current Report on Form 8-K not later than 71
days after the date this Current Report as permitted by Item
9.01(a)(4) of Form 8-K.
Series
F Preferred Stock Certificate of Designations
*
Schedules to the
agreement have been omitted pursuant to Item 601(b)(2) of
Regulation S-K. WNDM undertakes to furnish supplementary copies of
any of the omitted schedules upon request by the SEC.
2
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
