UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): May 5, 2006
IN VERITAS MEDICAL DIAGNOSTICS, INC.
(Exact name of registrant as specified in charter)
Colorado 000-49972 84-15719760
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
The Green House, Beechwood Business Park, North, Inverness, Scotland IV2 3BL
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 011-44-1463-667347
Copies to:
Richard A. Friedman, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas, 21st Floor
New York, New York 10018
(212) 930-9700 (212)
930-9725 (fax)
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 Instructions A.2. below):
/_/ Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
/_/ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
/_/ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
/_/ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Section 1 - Registrant's Business and Operation
Item 1.01 Entry Into A Material Definitive Agreement
On May 5, 2006, In Veritas Medical Diagnostics, Inc. ("In Veritas" or the
"Company") completed the sale of a percentage of future royalties pursuant to a
Royalty Participation Agreement (the "Agreement") with The Rubin Family
Irrevocable Stock Trust (the "Investor").
The royalties to be paid pursuant to the Agreement are derived from a license
agreement with Inverness Medical Innovations, Inc. (the "IMI Agreement")
pursuant to which the Company will receive royalties from the sale of a
prothrombin blood clotting measuring device (the "IMI Royalties).
Pursuant to the Agreement, the Company received a sum of $250,000 in exchange
for 5.56% of the future IMI Royalties received by the Company, subject to the
terms and conditions set forth in the Agreement (the "Royalty Payments"). The
Royalty Payments shall be paid to the Investor within 15 days of the end of the
month in which the Company receives future IMI Royalties.
The Company shall have the option to terminate the Agreement at any time,
without penalty, by making a lump sum payment to the Investor equal to 300% of
the funds received from the Investor pursuant to the Agreement, less an amount
equal to the difference between (x) the Royalty Payments made to and received by
the Investor and (y) $250,000.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits
10.1 Royalty Participation Agreement
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.
IN VERITAS MEDICAL DIAGNOSTICS, INC.
Date: May 11, 2006 /s/ John Fuller
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John Fuller
President and Chief Executive Officer