Forgive them TC, for they do not read the 8ks....
As of December 1, 2018, the Company, Lawrence Salvo, Stephen L. Berkman, Joseph Moscato and B-H Sanford, LLC entered into a Stock Control Agreement. Under the Stock Control Agreement, these stockholders agree to transfer to the Company any after tax profit on sale of 95% of the shares received by them due to the stock dividend, if the shares are sold during the term of the Agreement. Specifically, if any of these shares are sold, the stockholders will retain an amount equal to their cost basis plus an amount necessary to pay taxes on any gain on the sale, with any remaining proceeds to be contributed to the Company. Each of the named stockholders has agreed to make 95% of the shares received in the stock dividend subject to this arrangement, with the number of shares as follows:
Post-Dividend
Agreement Shares
Joseph Moscato
2,971,600 Common Shares, less any shares Mr. Moscato has or is required to pledge as collateral; for third party loans to the Company.
Lawrence Salvo
3,034,300 Common Shares
BH-Sanford, LLC
22,800,000 Common Share
Stephen L. Berkman
4,370,000 Common Shares
To facilitate any sales the shares, each of the named stockholders had appointed Mr. Moscato as his or its attorney-in-fact to make agreements for sale and effect sales contemplated by the Stock Control Agreement. In addition, each of the named stockholders has agreed to name Mr. Moscato as proxy in connection with the voting of any of these shares during the term of the Stock Control Agreement. The term of the Stock Control Agreement will terminate on December 1, 2019.
Preferred Stock Conversions and Warrant Issuances .
Prior to payment of the dividend, on November 30, 2018, Joseph Moscato, the Company’s President and Chief Executive Officer, and Lawrence Salvo, a member of the Company’s Board of Directors, converted all shares of the Company’ Series I Convertible Preferred Stock owned by them. Mr. Moscato received 156.000 shares of the Company’s Common Stock upon conversion, which, after the completion of the dividend became 3,276,000 shares. Mr. Salvo received 159,745 shares of the Company’s Common Stock upon conversion, which, after the completion of the dividend became 3,354,645 shares.
On December 1, 2018, after payment of the dividend, B-H Sanford, LLC, converted all shares of the Company’ Series I Convertible Preferred Stock owned by it into 26,000,000 shares of common stock.
On December 1, 2018, the Company issued to Stephen L. Berkman a Warrant exercisable for 15,000,000 shares of common stock. The Warrant is exercisable until December 1. 2019 at an exercise price of $2.50 per shares. The Warrant contains a provision prohibiting the exercise of the Warrant to the extent that, after exercise, Mr. Berkman would own more than 9.99% of the Company’s Common Stock. The Warrant was issued pursuant to the January 18, 2017 Acquisition Agreement among the Company, Hema Diagnostic Systems, LLC (“HDS”), Stephen L. Berkman and the other equity owners of HDS.
Also on December 1, 2018, the Company and Mr. Berkman released $$624,403.64 owing to him by the Company and $13,431,705.66 owing to him by HDS, as of October 31, 2018, in exchange for shares of the Company’s common stock valued at the aggregate of such amount using the closing price for the common stock on November 30, 2018. The closing price was $18.99, resulting in 32,881 shares issuable to Mr. Berkman.
The Stock Control Agreement discussed above will give Mr. Moscato voting and dispositive control of an aggregate 33,175,900 shares until December 1, 2019 or such shares are sold.
As of December 1, 2018, the Company, Lawrence Salvo, Stephen L. Berkman, Joseph Moscato and B-H Sanford, LLC entered into a Stock Control Agreement. Under the Stock Control Agreement, these stockholders agree to transfer to the Company any after tax profit on sale of 95% of the shares received by them due to the stock dividend, if the shares are sold during the term of the Agreement. Specifically, if any of these shares are sold, the stockholders will retain an amount equal to their cost basis plus an amount necessary to pay taxes on any gain on the sale, with any remaining proceeds to be contributed to the Company. Each of the named stockholders has agreed to make 95% of the shares received in the stock dividend subject to this arrangement, with the number of shares as follows:
Post-Dividend
Agreement Shares
Joseph Moscato
2,971,600 Common Shares, less any shares Mr. Moscato has or is required to pledge as collateral; for third party loans to the Company.
Lawrence Salvo
3,034,300 Common Shares
BH-Sanford, LLC
22,800,000 Common Share
Stephen L. Berkman
4,370,000 Common Shares
To facilitate any sales the shares, each of the named stockholders had appointed Mr. Moscato as his or its attorney-in-fact to make agreements for sale and effect sales contemplated by the Stock Control Agreement. In addition, each of the named stockholders has agreed to name Mr. Moscato as proxy in connection with the voting of any of these shares during the term of the Stock Control Agreement. The term of the Stock Control Agreement will terminate on December 1, 2019.
Preferred Stock Conversions and Warrant Issuances .
Prior to payment of the dividend, on November 30, 2018, Joseph Moscato, the Company’s President and Chief Executive Officer, and Lawrence Salvo, a member of the Company’s Board of Directors, converted all shares of the Company’ Series I Convertible Preferred Stock owned by them. Mr. Moscato received 156.000 shares of the Company’s Common Stock upon conversion, which, after the completion of the dividend became 3,276,000 shares. Mr. Salvo received 159,745 shares of the Company’s Common Stock upon conversion, which, after the completion of the dividend became 3,354,645 shares.
On December 1, 2018, after payment of the dividend, B-H Sanford, LLC, converted all shares of the Company’ Series I Convertible Preferred Stock owned by it into 26,000,000 shares of common stock.
On December 1, 2018, the Company issued to Stephen L. Berkman a Warrant exercisable for 15,000,000 shares of common stock. The Warrant is exercisable until December 1. 2019 at an exercise price of $2.50 per shares. The Warrant contains a provision prohibiting the exercise of the Warrant to the extent that, after exercise, Mr. Berkman would own more than 9.99% of the Company’s Common Stock. The Warrant was issued pursuant to the January 18, 2017 Acquisition Agreement among the Company, Hema Diagnostic Systems, LLC (“HDS”), Stephen L. Berkman and the other equity owners of HDS.
Also on December 1, 2018, the Company and Mr. Berkman released $$624,403.64 owing to him by the Company and $13,431,705.66 owing to him by HDS, as of October 31, 2018, in exchange for shares of the Company’s common stock valued at the aggregate of such amount using the closing price for the common stock on November 30, 2018. The closing price was $18.99, resulting in 32,881 shares issuable to Mr. Berkman.
The Stock Control Agreement discussed above will give Mr. Moscato voting and dispositive control of an aggregate 33,175,900 shares until December 1, 2019 or such shares are sold.
1
