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): January 11, 2007
IN VERITAS MEDICAL DIAGNOSTICS, INC.
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(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
Tel: (212) 930-9700
Fax: (212) 930-9725
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))
Item 1.01 Entry into a Material Definitive Agreement
Item 2.03 Creation of a Direct Financial Obligation
On January 11, 2007, In Veritas Medical Diagnostics, Inc. (the "Company")
entered into a modification agreement (the "Agreement") with Longview Fund, L.P.
("Longview"). Pursuant to the Agreement, the Company issued to Longview two 18%
secured subordinated convertible debentures in an aggregate principal amount of
$309,300, including a modified debenture in a principal amount of $261,300 (the
"Modified Debenture") and a new debenture in a principal amount of $48,000
(collectively, the "Debentures").
The Debentures mature on April 30, 2008, bear interest at the rate of 18% per
annum, and are convertible into shares of the Company's common stock at a
conversion price of $0.05 per share. Pursuant to the terms of the Modified
Debenture, the Company is required to make lump sum payments to Longview in an
aggregate amount of $25,000, including a payment of $12,500 no later than
February 28, 2007 and another $12,500 payment no later than March 30, 2007, both
of which shall be applied against the principal amount. Also pursuant to the
terms of the Modified Debenture, the Company is required to make monthly
payments of $15,000 beginning on November 30, 2007.
The issuance of the securities described above is exempt from registration
requirements of the Securities Act of 1933 (the "Securities Act") pursuant to
Section 4(2) of such Securities Act and/or Regulation D promulgated thereunder
based upon the representations of Longview that it is an "accredited investor"
(as defined under Rule 501 of Regulation D) and that it is purchasing such
securities without a present view toward a distribution of the securities. In
addition, there was no general advertisement conducted in connection with the
sale of the securities.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
10.1 Modification Agreement
10.2 Modified 18% Secured Subordinated Convertible Debenture
10.3 18% Secured Subordinated Convertible Debenture
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: January 18, 2007
/s/ Martin Thorp
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Martin Thorp
Chief Financial Officer