UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
April 20, 2007
Date of report (Date of earliest event reported)
Medical CV, Inc.
(Exact name of registrant as specified in its charter)
Minnesota | | 0-33295 | | 41-1717208 |
(State or other jurisdiction | | (Commission | | (IRS Employer |
of incorporation) | | File Number) | | Identification No.) |
9725 South Robert Trail
Inver Grove Heights, Minnesota 55077
(Address of principal executive offices, including zip code)
(651) 452-3000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
Our senior secured debt financing with an affiliate of Whitebox Advisors, LLC (“Whitebox”), described in our Current Report on Form 8-K filed on April 20, 2007, created a direct financial obligation reportable under Item 2.03 of Form 8-K. The note and payment of all principal, interest and other sums thereunder, is secured by a first priority security interest. The security interest is in all of our right, title and interest in and to all of our assets, whether now owned or hereafter acquired, while any of the notes are outstanding. Each of the following constitutes an event of default under the notes:
(a) Our failure to pay the principal or interest on any of the notes when due and continuation of such failure for a period of five (5) days following written notice from any of the holders;
(b) Our failure to perform or observe any material covenant or agreement as required by the transaction agreements and continuation of such failure for a period of ten (10) days following written notice from any of the holders;
(c) If any of our representations and warranties made in the secured note purchase agreement are proven not to have been true and correct in any material respect as of the date of such agreement;
(d) If we (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of ourself or of all or a substantial part of our property, (ii) are unable, or admit in writing our inability, to pay our debts generally as they mature, (iii) make a general assignment for the benefit of ourself or any of our creditors, (iv) are dissolved or liquidated in full or in part, (v) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to ourself or our debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of our property by any official in an involuntary case or other proceeding commenced against ourself or (vi) take any action for the purpose of effecting any of the foregoing; or
(e) Proceedings for the appointment of a receiver, trustee, liquidator or custodian of our company or of all or a substantial part of our property, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to our company or our debts under any bankruptcy, insolvency or other similar law or hereafter in effect shall be commenced and an order for relief entered or such proceeding shall not be dismissed or discharged within thirty (30) days of commencement.
If any event of default occurs, any or all of the holders may exercise any or all of the following rights and remedies: (a) declare such holder’s note and all accrued but unpaid interest thereon to be immediately due and payable, and (b) exercise any and all other rights and remedies available to such holder under the note, the security agreement, and otherwise available to the holder at law and in equity.
The foregoing description is qualified in its entirety by reference to the transaction agreements, a copy of which was filed as an exhibit to our Current Report on Form 8-K filed on April 20, 2007. Other information regarding the obligation, including the date on which we became obligated on the direct financial obligation, a description of the transaction creating such obligation, the amount of the obligation, the terms of its payment, and a description of the other terms and conditions of the transaction that are material to our company, appears in Item 1.01 and Item 3.02 of our Current Report on Form 8-K filed on April 20, 2007.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MedicalCV, Inc. |
| | |
Date: April 25, 2007 | By: | /s/ Eapen Chacko |
| | Eapen Chacko |
| | Vice President, Finance and Chief Financial Officer |
