Quarterly report pursuant to Section 13 or 15(d)

Subsequent Events

v3.4.0.3
Subsequent Events
3 Months Ended
Mar. 31, 2016
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

13. SUBSEQUENT EVENTS

 

Subsequent to April 1, 2016, the Company issued shares of its common stock as follows:

 

  3.4 million shares of common stock upon conversion of 80 shares of Series E Preferred Stock in accordance with the original terms;

 

  10.3 million shares of common stock upon conversion of 251 of Series H Preferred Stock in accordance with the original terms;  
     
  0.8 million shares of common stock as payment of dividends on its Series H Preferred Stock;

 

See below for more detail regarding certain debt and equity related transactions.

 

Debt Financing

 

On April 14, 2016, the Company entered into a Securities Purchase Agreement (the “Notes SPA”) with three institutional investors for the sale of an aggregate principal amount $1,500,000 (including 10% OID) 10% Senior Secured Convertible Promissory Notes due April 17, 2017 (the “Senior Secured Notes”) with an annual interest rate of 12% and a warrant to purchase 1,350,000 shares of common stock (the “Warrant”) in a private placement offering (the “Offering”). The gross proceeds to the Company from the Offering were $1,350,000

 

Pursuant to the terms of the Notes SPA, the investors agreed to purchase additional aggregate principal amount of $1,555,556 (including 10% OID) of Senior Secured Notes with an annual interest rate of 12% and Warrants to purchase 1,400,000 shares of the Company’s common stock on the first trading date after the registration statement which is the subject of the registration rights agreement is filed, and an additional $1,388,889 (including 10% OID) of Senior Secured Notes and Warrants to purchase 1,250,000 shares of the Company’s common stock on the 61st day after such registration statement is declared effective or such earlier date as mutually agreed to among the investors, subject to the satisfaction of customary closing conditions. 

 

In connection with the issuance of the Senior Secured Notes and Warrants, the Company entered into a Security Agreement and an Intellectual Property Security Agreement with the investor (the “Security Agreement”) pursuant to which the Company agreed to grant a security interest in all of its assets to the investor in order to secure the prompt payment, performance and discharge in full of all of the Company’s obligations under the Senior Secured Notes. 

 

In addition, each of the Company’s wholly owned subsidiaries entered into a Subsidiary Guarantee, pursuant to which each of the subsidiaries, jointly and severally, agreed to guarantee the obligations of the Company under the Senior Secured Notes.

 

Acquisition of Amarantus Diagnostics by Avant Diagnostics, Inc.

 

On May 11, 2016 (the “Effective Date”), Amarantus, Amarantus Diagnostics, Inc., a wholly-owned subsidiary of Amarantus (“AMDX”), and Avant Diagnostics, Inc. (“Avant”) entered into a Share Exchange Agreement (the “Exchange Agreement”). Pursuant to the terms of the Exchange Agreement, Avant purchased 100% of the outstanding capital stock of AMDX from Amarantus (the “AMDX Acquisition”). The AMDX Acquisition closed upon the execution of the Exchange Agreement. Gerald Commissiong, President and Chief Executive Officer of Amarantus, became a member of Avant’s Board of Directors upon closing of the AMDX Acquisition.

 

Avant paid to Amarantus aggregate consideration of 80,000,000 shares of Avant’s common stock for the AMDX Acquisition, subject to the issuance of additional shares upon the occurrence of certain events set forth in the Exchange Agreement (the “AMDX Consideration”). Each share of Avant common stock received in connection with the AMDX Acquisition shall be subject to a lock-up beginning on the Effective Date and ending on the earlier of (i) eighteen (18) months after such date or (ii) a Change in Control (as defined in the Exchange Agreement).

 

In connection with the Exchange Agreement, on the Effective Date, the Avant issued to Amarantus a convertible promissory note in the principal amount of $50,000 (the "Note"). The Note bears interest at 12% per annum and matures one year from the date of issuance. The Note will be convertible at the option of the Amarantus at any time into shares of Avant’s common stock, at an initial conversion price equal to $0.20, subject to adjustment. The conversion price of the Note is subject to customary adjustments provisions for stock splits, stock dividends, recapitalizations and the like. Amarantus has contractually agreed to restrict its ability to convert the Note such that the number of shares of Avant’s common stock held by Amarantus and its affiliates after such conversion does not exceed 4.99% of Avant's then issued and outstanding shares of common stock.

 

Note Receivable from Theranostics Health Acquisition

 

On May 11, 2016, Avant entered into an Asset Purchase Agreement with Theranostics Health, Inc. (“THI”). Pursuant to the terms of the purchase agreement between Avant and THI, the note receivable in the principal amount of $400,000 issued by THI to the Company on March 1, 2016 was assumed by Avant. The note is currently an obligation of Avant and is convertible into shares of common stock of Avant upon its original terms.