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
Date of report (Date of earliest event reported): January 22, 2013
Medytox Solutions, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Nevada
(State or Other Jurisdiction of Incorporation)
| |
000-54346 | 54-2156042 |
(Commission File Number) | (I.R.S. Employer Identification No.) |
| |
400 S. Australian Avenue, Suite 800, West Palm Beach, Florida | 33401 |
(Address of Principal Executive Offices) | (Zip Code) |
|
(561) 855-1626 |
(Registrant’s Telephone Number, Including Area Code) |
|
|
(Former Name or Former Address, if Changed Since Last Report) |
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. below):
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))
{25927263;1}
Section 1 – Registrant's Business and Operations
Item 1.01. Entering into a Material Definitive Agreement
As previously reported in the Form 8-K filed on May 21, 2012, on May 14, 2012, Medytox Solutions, Inc. ("Medytox") borrowed $550,000 from TCA Global Credit Master Fund, LP ("TCA") pursuant to the terms of the Senior Secured Revolving Credit Facility Agreement, dated as of April 30, 2012, among Medytox, Medytox Medical Marketing & Sales, Inc., Medytox Diagnostics, Inc., PB Laboratories, LLC and TCA. As further previously reported in the Form 8-K filed on August 15, 2012, on August 8, 2012, Medytox borrowed an additional $525,000 from TCA pursuant to the terms of Amendment No. 1 to Senior Secured Revolving Credit Facility Agreement, dated as of July 31, 2012. Moreover, as previously reported in the Form 8-K filed on December 17, 2012, on December 4, 2012, Medytox borrowed an additional $650,000 from TCA pursuant to the terms of Amendment No. 2 to Senior Secured Revolving Credit Facility Agreement, dated as of October 31, 2012 (as so amended, the "Credit Agreement").
Effective January 22, 2013, Biohealth Medical Laboratory, Inc., a recently acquired majority-owned subsidiary of Medytox ("Biohealth"), entered into a Guaranty Agreement to guaranty the TCA loan and a Security Agreement to pledge substantially all its assets to secure its guaranty.
On March 4, 2013, Medytox borrowed an additional $800,000 from TCA pursuant to the terms of Amendment No, 3 to Senior Secured Revolving Credit Facility Agreement, dated as of February 28, 2013 ("Amendment No. 3"). These additional funds shall be used in accordance with management's discretion. In connection with Amendment No. 3, Advantage Reference Labs, Inc., a newly-formed wholly-owned subsidiary of Medytox ("Advantage"), entered into a Guaranty Agreement to guaranty the TCA loan and a Security Agreement to pledge substantially all its assets to secure its guaranty.
Medytox paid certain fees to TCA, as set forth in Amendment No. 3.
In connection with Amendment No. 3, Medytox executed an Amended and Restated Revolving Promissory Note, due September 4, 2013, in the amount of $2,525,000. Except as provided in Amendment No. 3, the terms of the Credit Agreement remain in full force and effect.
There are no material relationships between Medytox or any of its affiliates and TCA, other than with respect to the Credit Agreement and Amendment No. 3.
The foregoing is qualified in its entirety by reference to (i) Amendment No. 3, a copy of which is filed herewith as Exhibit 10.1, (ii) the Amended and Restated Revolving Promissory Note, a copy of which is filed herewith as Exhibit 10.2, (iii) the Guaranty Agreement, dated as of January 22, 2013, by Biohealth in favor of TCA, a copy of which is filed herewith as Exhibit 10.3, (iv) the Security Agreement, dated as of January 22, 2013, between Biohealth and TCA, a copy of which is filed herewith as Exhibit 10.4, (v) the Guaranty Agreement, dated as of February 28, 2013, by Advantage in favor of TCA, a copy of which is filed herewith as Exhibit 10.5, and (vi) the Security Agreement, dated as of February 28, 2013, between Advantage and TCA, a copy of which is filed herewith as Exhibit 10.6.
2
Section 2 – Financial Information
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information set forth above in Item 1.01 is incorporated by reference.
Section 8 – Other Events
Item 8.01. Other Events
As previously reported, in February 2012 Bradley Ray filed an action claiming the ownership of Medytox Institute of Laboratory Medicine, Inc., a subsidiary of Medytox ("MILM"). On January 29, 2013, the parties reached an agreement resolving and settling all their disputes. As a result of the settlement, all cases in which Mr. Ray alleged an ownership interest in MILM have been dismissed with prejudice.
Section 9 – Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
