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Learn to read public information! I know what a reverse split is, as I mentioned they are not allowed to do this based on FINRA's decision and their prior stock manipulation. I will post the link since you seem to bash with no knowledge of any kind:
http://ih.advfn.com/p.php?pid=nmona&article=59173964
On June 4, 2013, in accordance with Rule 10b-17 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we submitted the Issuer Company-Related Action Notification Form to FINRA. On June 26, 2013, we mailed an Information Statement to our stockholders notifying them of the approval of the reverse stock split. On August 15, 2013, we received a deficiency notice from FINRA pursuant to FINRA Rule 6490 notifying us that, based upon Rule 6490(d)(3(3), the reverse stock split would not be processed by FINRA. The deficiency was based upon FINRA’s actual knowledge that the SEC filed a civil injunctive action against us, Daniel J. Burns, our former chairman, and Robert F. McCullough, Jr., our Chief Executive Officer and Chief Financial Officer. As disclosed in our Annual Report on Form 10-K for the year ended December 31, 2012, in February 2011, the matter was settled. On August 21, 2013, we appealed the deficiency determination. A hearing has been scheduled for September 19, 2013 and we expect a final ruling shortly thereafter.
3
In the event that we are unsuccessful in our appeal, we will not have sufficient shares to execute our business plan. In order to ensure that we have sufficient authorized shares to execute our business plan, on August 29, 2013, our board of directors executed a written consent authorizing the amendment to our certificate of incorporation to increase the number of shares of Common Stock that we are authorized to issue from 500,000,000 to 2,000,000,000 . On August 29, 2013, the holders of the majority of the issued and outstanding shares of our Common Stock and Series E Stock, voting together as a single class, acted by written consent to authorize our board of directors to effect the amendment in its discretion. Our board of directors intends to implement the amendment to our certificate of incorporation to increase the number of shares that we are authorized to issue in the event that our appeal of FINRA’s deficiency determination regarding our previously approved reverse split is not successful. Our board of directors does not intend to implement the amendment to our certificate of incorporation to increase the number of shares that we are authorized to issue in the event that we are successful in our appeal and FINRA processes the reverse split.
It won't be called CytoCore for much longer. They want to get rid of the nasty stigma that goes with that name and the past management. It's a shame that the crook and thief McCollough is even still part of this company.
It's obvious you are lacking in the knowledge of stock investing. They have 1.9 billion shares outstanding which to you means not much but to any investor who knows how a stock price goes up or down it means a lot and 1.9 billion shares is an outrageously HIGH amount of shares for a little bitty penny stock. The price WILL never move up or down especially with the small amount of trading volume this is getting.
Now if you had institutional investors come in and buy in 100,000 blocks it might move but....institutional investors won't buy stocks under $5.00 a share or some will limit it to $4.00
Also to get on the NASDAQ or AMEX you have to have a share price of $3.00 for 30 days straight I believe to list on there.
Soooooooooooooooooooo that is where the reverse split comes in. But they still have to get the share price up to around .10 cents a share then to do a 1 for 40 or 1 for 50. Or if they might do a 1 for 30 to get it to $3.00
And yes as i told you before the CEO told me they would do it when the time was right.
The company is still called Cytocore and still trades under the same symbol. The regulators would not allow them to do a reverse split prior to getting into the Medite deal. From a business standpoint it is a much stronger company; however I just don't believe they are going to change their stance on allowing them to do a reverse splint.
It's a NEW company now so that has NO bearing any longer. They have to and will do a reverse split. They have 1.9 billion shares outstanding. This stock will never move with that many shares. Their CEO stated to me that they will do one when the time is right.
They were not allowed to do a reverse split. They tried to do it before the Medite deal and their request was denied. It's in their filings.
They've got 1.9B (that is BILLION) shares outstanding. They'll be doing at least a 1 for 50 reverse split. That is if they can get the stock to .05-.10 cents. Maybe a 1 for 40
Check out the new sticky note. I found a great investor presentation regarding Medite/CytoCore.
Medite/CytoCore Investor Presentation
http://www.cytocoreinc.com/uploadedFiles/Investors/Medite-CytoCore%20Investor%20Presentation%202014-01-23.pdf
You can use Scottrade to trade this security. TD Ameritrade does not trade this security. Scottrade states there is no DTC Chill and TD Ameritrade states that there is a DTC Chill.
Looks like there wasn't any bid support like there has been. Seems to be back in action now.
If you have some info you can share that would be great! You can become a moderator and update this. Thanks
This Board should be updated...
Now that MEDITE close the deal
MEDITE Signs OEM Agreement With a Leading Anatomical Pathology Company
Date : 04/23/2014 @ 7:00AM
Source : Marketwired
Stock : Cytocore, Inc. (QB) (CYOE)
Quote : 0.027 0.0 (0.00%) @ 5:32AM
MEDITE Signs OEM Agreement With a Leading Anatomical Pathology Company
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MEDITE Signs OEM Agreement With a Leading Anatomical Pathology Company
ORLANDO, FL--(Marketwired - Apr 23, 2014) - MEDITE Group, a leading developer and manufacturer of innovative, high-quality equipment and supplies for histology, pathology and cytology laboratories, has signed an OEM agreement with a leading anatomical pathology company to distribute MEDITE's proprietary high transparency coverslipping film to be used in all Tape-Coverslipper machines. MEDITE's branded CytoTape is manufactured in Germany and was commercially launched in 2013. It was specifically designed for perfect optical characteristics, long durability and the ability to withstand higher temperatures. Tape-Coverslippers can process up to 1,200 microscopic slides per hour compared to up to 400 slides per hour for standard glass coverslippers, a key advantage for high volume labs in the cancer diagnostic segments of cytology and histology.
Under the terms of the agreement, this leading anatomical pathology company will have exclusive rights to market, sell and distribute MEDITE's coverslipping film as an OEM product in the U.S. and Canada. MEDITE anticipates this agreement, along with the positive response to CytoTape experienced in other global markets, will be a significant contributor to the Company's revenue growth in 2014. The Company did not report meaningful revenue from CytoTape in 2013 as it was launched late in the year.
"After significant investments into the development of innovative new products in previous years, the focus for the past year has been developing new sales channels primarily in the North American market for our products," commented Michaela Ott, Chief Executive Officer of CytoCore (Ms. Ott was Co-President and CEO of MEDITE prior to the recent acquisition with CytoCore). "Reflecting our innovative heritage as a manufacturer of quality products that are highly valued by leading laboratory companies, CytoTape is an outstanding product with features preferred by high-volume labs, such as accelerated adhesiveness and cost effectiveness. It is being used by labs globally and based on the market's acceptance and positive feedback along with today's announcement; we believe it could become a standard for every lab that uses Tape-Coverslippers."
On April 3, 2014, MEDITE completed an acquisition transaction with CytoCore, Inc. (OTCBB: CYOE). The Company is positioned to emerge as a rapidly growing disruptive force in the multi-billion dollar global histology and cytology systems marketplace for cancer detection.
About MEDITE/CytoCore
The Holding MEDITE Enterprise Inc., Orlando, wholly-own Medite GmbH a Germany-based Company with its subsidiaries CytoGlobe GmbH (Cytology Products, Germany), Medite GmbH (Distributor, Austria), Medite Inc. (Distributor, Americas). Since 1978, MEDITE® Group has specialized on the development, manufacture and distribution of medical laboratory automation equipment and supplies for pathology, histology and cytology. For these fields, the Company offers a complete range of devices and consumables. MEDITE Group currently sells into 70 countries and is the market leader in Germany. Through CytoGlobe, a wholly owned subsidiary, MEDITE offers a full range of products for Cytology labs. Additional information on MEDITE's products and services can be found at www.medite-group.com. CytoCore®, Inc. is a biomolecular diagnostics company engaged in the design, development, and commercialization of cost-effective cancer screening systems and Biomarkers to assist in the early detection of cancer.
Contact Information:
EVC Group
Investor Contact:
Doug Sherk
415-652-9100
Michael Polyviou
212-850-6020
Media Contact:
Janine McCargo
646-688-0425
It just depends on what broker you use and how they clear the shares. You can buy this using Scottrade. A lot has transpired since the DTC Chill. Now the insiders own the vast majority of this company ... at least 85% - 90% so there is very little float and they aren't going to do anything that would hurt their own investments. I'm sure this is one of the priority items that they will take care of. They do want all those shares they own to increase in price.
DTC Chill restriction !
Anyone have any insight into the DTC chill trade restriction?
Anyone able to purchase shares?
Typically not a good sign .
Also a $1.5 Million private finance deal!
MEDITE Group and CytoCore, Inc. Announce Closing of Acquisition
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Today : Friday 4 April 2014
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MEDITE Group and CytoCore, Inc. Announce Closing of Acquisition
Private Placement Transaction Increases Working Capital to Accelerate Growth
ORLANDO, FL and CHICAGO, IL--(Marketwired - Apr 4, 2014) - MEDITE, a leading developer of innovative, high-quality equipment and supplies for the cancer diagnostic segments of histology, pathology and cytology today announced it has closed the acquisition transaction with CytoCore, Inc. (OTCBB: CYOE), a late development stage bio molecular diagnostics company engaged in the design, development, and commercialization of cost-effective sample collection, clinical laboratory assay and instrument systems for the early detection and classification of cancer and for the assessment of the risk for cancer progression. In conjunction with the closing of the acquisition, the companies also announced the initial closing of a private placement of common stock resulting in gross cash proceeds to the Company of $1.5 million.
Under the terms of the purchase agreement, the shareholders of MEDITE exchanged all of the issued and outstanding capital stock of MEDITE in exchange for CytoCore common stock representing approximate 76% of CytoCore's issued and outstanding common stock. As a result of the closing of the transaction, Michaela Ott, Co-President of MEDITE will serve as Chief Executive Officer and Michael Ott, Co-President of MEDITE will serve as President and Chief Operating Officer and Robert McCullough, Jr., will continue to serve as Chief Financial Officer. The Company will be headquartered in Orlando, FL.
The transaction creates a company that is well positioned to emerge as a rapidly growing disruptive force in the multi-billion dollar global histology and cytology systems marketplace with a pipeline of proprietary products including high margin stains, biomarkers and consumable products, plus the partnerships and customer relationships in place to deliver these products to market.
"We are pleased to have concluded this transaction which now allows us to focus on executing a growth plan that leverages our combined product portfolios and market opportunities," commented Michaela Ott, CEO of the combined company. "Our global customer base and in particular new distribution agreements in North American, China and Europe markets give us the momentum to grow our current revenue base and provide our proven management team with the opportunity to drive improved profitability."
About MEDITE
The Holding MEDITE Enterprise Inc., Orlando, wholly-own Medite GmbH a Germany-based Company with its subsidiaries CytoGlobe GmbH (Cytology Products, Germany), Medite GmbH (Distributor, Austria), Medite Inc. (Distributor, Americas). Since 1978, MEDITE® Group has specialized on the development, manufacture and distribution of medical laboratory automation equipment and supplies for pathology, histology and cytology. For these fields, the Company offers a complete range of devices and consumables. MEDITE Group currently sells into 70 countries and is the market leader in Germany. Through CytoGlobe, a wholly owned subsidiary, MEDITE offers a full range of products for Cytology labs. Additional information on MEDITE's products and services can be found at www.medite-group.com.
About CytoCore, Inc.
CytoCore®, Inc. is a biomolecular diagnostics company engaged in the design, development, and commercialization of cost-effective cancer screening systems and Biomarkers to assist in the early detection of cancer. CytoCore® is currently focused on the design, development, and marketing of its CytoCore Solutions™ System and related image analysis platform. The CytoCore Solutions™ System and associated products are intended to detect, classify and assess the risk of progression of cancer and cancer-related diseases, and may be used in a laboratory, clinic, or doctor's office. Recently developed cancer bio markers are in preparation for a clinical study.
This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding future operating performance, events, trends and plans. All statements other than statements of historical fact contained herein, including, without limitation, statements regarding our future financial position, business strategy, budgets, projected revenues and costs, and plans and objectives of management for future operations, are forward-looking statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "will," "expects," "intends," "plans," "projects," "estimates," "anticipates," or "believes" or the negative thereof or any variation thereon or similar terminology or expressions. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are not guarantees and are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Important factors that could cause our actual results to differ from our expectations, include but are not limited to, MEDITE's ability following the acquisition to maintain and grow its revenues, our ability to integrate MEDITE's operations with our historic operations, the effect that the acquisition will have on MEDITE's existing customers and employees as well as those risk factors that apply to our operations as disclosed in Item 1A of our Report on Form 10-K for the year ended December 31, 2012 and other filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on our forward-looking statements, as they speak only as of the date made. Such statements are not guarantees of future performance or events and we undertake no obligation to disclose any revision to these forward-looking statements to reflect events or circumstances occurring after the date hereof.
Contact Information:
EVC Group
Investor Contact:
Doug Sherk
415-652-9100
Michael Polyviou
212-850-6020
Media Contact:
Janine McCargo
646-688-0425
MEDITE Group and CytoCore, Inc. Announce Closing of Acquisition
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Cytocore, Inc. (QB) (OTCBB:CYOE)
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Today : Friday 4 April 2014
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MEDITE Group and CytoCore, Inc. Announce Closing of Acquisition
Private Placement Transaction Increases Working Capital to Accelerate Growth
ORLANDO, FL and CHICAGO, IL--(Marketwired - Apr 4, 2014) - MEDITE, a leading developer of innovative, high-quality equipment and supplies for the cancer diagnostic segments of histology, pathology and cytology today announced it has closed the acquisition transaction with CytoCore, Inc. (OTCBB: CYOE), a late development stage bio molecular diagnostics company engaged in the design, development, and commercialization of cost-effective sample collection, clinical laboratory assay and instrument systems for the early detection and classification of cancer and for the assessment of the risk for cancer progression. In conjunction with the closing of the acquisition, the companies also announced the initial closing of a private placement of common stock resulting in gross cash proceeds to the Company of $1.5 million.
Under the terms of the purchase agreement, the shareholders of MEDITE exchanged all of the issued and outstanding capital stock of MEDITE in exchange for CytoCore common stock representing approximate 76% of CytoCore's issued and outstanding common stock. As a result of the closing of the transaction, Michaela Ott, Co-President of MEDITE will serve as Chief Executive Officer and Michael Ott, Co-President of MEDITE will serve as President and Chief Operating Officer and Robert McCullough, Jr., will continue to serve as Chief Financial Officer. The Company will be headquartered in Orlando, FL.
The transaction creates a company that is well positioned to emerge as a rapidly growing disruptive force in the multi-billion dollar global histology and cytology systems marketplace with a pipeline of proprietary products including high margin stains, biomarkers and consumable products, plus the partnerships and customer relationships in place to deliver these products to market.
"We are pleased to have concluded this transaction which now allows us to focus on executing a growth plan that leverages our combined product portfolios and market opportunities," commented Michaela Ott, CEO of the combined company. "Our global customer base and in particular new distribution agreements in North American, China and Europe markets give us the momentum to grow our current revenue base and provide our proven management team with the opportunity to drive improved profitability."
About MEDITE
The Holding MEDITE Enterprise Inc., Orlando, wholly-own Medite GmbH a Germany-based Company with its subsidiaries CytoGlobe GmbH (Cytology Products, Germany), Medite GmbH (Distributor, Austria), Medite Inc. (Distributor, Americas). Since 1978, MEDITE® Group has specialized on the development, manufacture and distribution of medical laboratory automation equipment and supplies for pathology, histology and cytology. For these fields, the Company offers a complete range of devices and consumables. MEDITE Group currently sells into 70 countries and is the market leader in Germany. Through CytoGlobe, a wholly owned subsidiary, MEDITE offers a full range of products for Cytology labs. Additional information on MEDITE's products and services can be found at www.medite-group.com.
About CytoCore, Inc.
CytoCore®, Inc. is a biomolecular diagnostics company engaged in the design, development, and commercialization of cost-effective cancer screening systems and Biomarkers to assist in the early detection of cancer. CytoCore® is currently focused on the design, development, and marketing of its CytoCore Solutions™ System and related image analysis platform. The CytoCore Solutions™ System and associated products are intended to detect, classify and assess the risk of progression of cancer and cancer-related diseases, and may be used in a laboratory, clinic, or doctor's office. Recently developed cancer bio markers are in preparation for a clinical study.
This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding future operating performance, events, trends and plans. All statements other than statements of historical fact contained herein, including, without limitation, statements regarding our future financial position, business strategy, budgets, projected revenues and costs, and plans and objectives of management for future operations, are forward-looking statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "will," "expects," "intends," "plans," "projects," "estimates," "anticipates," or "believes" or the negative thereof or any variation thereon or similar terminology or expressions. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are not guarantees and are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Important factors that could cause our actual results to differ from our expectations, include but are not limited to, MEDITE's ability following the acquisition to maintain and grow its revenues, our ability to integrate MEDITE's operations with our historic operations, the effect that the acquisition will have on MEDITE's existing customers and employees as well as those risk factors that apply to our operations as disclosed in Item 1A of our Report on Form 10-K for the year ended December 31, 2012 and other filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on our forward-looking statements, as they speak only as of the date made. Such statements are not guarantees of future performance or events and we undertake no obligation to disclose any revision to these forward-looking statements to reflect events or circumstances occurring after the date hereof.
Contact Information:
EVC Group
Investor Contact:
Doug Sherk
415-652-9100
Michael Polyviou
212-850-6020
Media Contact:
Janine McCargo
646-688-0425
I agree with you 100%! I'm glad I bought into this with such vigor when it was beaten down! I knew eventually someone like Medite would be able to make a go of this. The Medite couple has proven results and a lot of dogs in the fight once this deal is done! I've never been more excited about an investment in my entire life. This one has everything going for it to rise out of the ashes! I'm holding a pretty large position in this one!
New 8k
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): March 15, 2014
CYTOCORE, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 000-00935 36-4296006
(State or other Jurisdiction
of Incorporation or
Organization) (Commission File
Number) (I.R.S. Employer
Identification No.)
414 North Orleans Street, Suite 503
Chicago, IL 60654
(Address of principal executive offices) (Zip Code)
(312) 222-9550
(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. 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))
Item 1.01 Entry into a Material Definitive Agreement.
As previously reported in the Current Report on Form 8-K dated January 11, 2014 (the “Original 8-K”) of Cytocore, Inc. (the “Company,” “we” or “us”), on January 11, 2014, the Company entered into a Stock Purchase Agreement (the “Agreement”) with Medite Enterprises, Inc., a Florida corporation (“Medite”), Medite GMBH, a corporation organized under the laws of Germany and wholly owned by Medite (the “Subsidiary”), Michael Ott and Michaela Ott, the sole shareholders of the Company (collectively, the “Shareholders”).
Pursuant to the Agreement, the Company will acquire 100% of the issued and outstanding capital stock of Medite from the Shareholders in exchange for the issuance of 1,500,000,000 shares of the Company’s common stock (the “Shares”) to the Shareholders. Pursuant to the Agreement, the closing was to occur no later than March 15, 2014. On March 15, 2014, the Company, Medite, the Subsidiary and the Shareholders entered into Amendment No. 1 to Stock Purchase Agreement (the “Amendment”), pursuant to which the parties agreed to extend the outside date for the closing until April 3, 2014.
The foregoing description of the Agreement and the Amendment are qualified in their entirety by reference to the complete text of the Agreement and Amendment, copies of which are attached as Exhibit 2.1 to the Original 8-K and Exhibit 2.1 hereto, respectively and are incorporated herein by reference. These descriptions are intended to provide investors and security holders with information regarding the material terms of the transaction. They are not intended to provide any other factual information about the Company, Medite or the Subsidiary. The representations, warranties and covenants contained in the Agreement were made only for purpose of the Agreement and as of specific dates, were solely for the benefit of the parties to the Agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Agreement. The representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Agreement, and such subsequent information may or may not be fully reflected in our public disclosures.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description of Exhibit
2.1 Amendment No. 1 to Stock Purchase Agreement by and among Cytocore, Inc., Medite Enterprises, Inc., Medite GMBH, Michael Ott and Michaela Ott dated March 15, 2014
2
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.
Cytocore, Inc.
Date: March 17, 2014 By: /s/ Robert McCullough, Jr.
Robert McCullough, Jr.
Chief Executive Officer and
Chief Financial Officer
3
You're correct about this one, Island. I can't see any sense in issuing X number of shares for this deal and then reverse splitting them. That would only make it more difficult for the Medite principals to rapidly increase the value of their holding.
As discussed earlier, the Cytocore reverse split was (possibly) a tactic to actually devalue the stock so that the insiders could scoop it up for less outlay. No such motive exists after this deal. With 80% of the outstanding shares, the Medite couple would lose more by trying to cheapen the other 20% than by just growing the value of the market cap as rapidly as they can.
The number of shares will have little to no effect on the price of the stock unless the Medite principals were to dump their 80%. They have literally no reason to try to dump their 80%. They have real products, real customers, and real business relationships throughout this line of business. That isn't a pump and dump scenario. That's a "Let's get filthy rich" scenario, if they can pull it off.
Hi MasterSalix,
There are a couple of things wrong with your reasoning.
First, for the 20 or so years that John Q can goose the market with online trading, value per share has become almost meaningless, and has been since at least the mid 90s. Examine Amazon.com if you want an example ... very modest profits ... HUGE market cap ... lots of investor enthusiasm. Knee jerk means more than balance sheets and that has been true all these 20 years.
Second, if you read the thread, two things are important to this discussion. One is that Medite wanted to go public, and this was a cheap way for them to do so. The husband and wife team that own Medite are the only important pieces of this puzzle. This stock is now about what they want to do with their stock and if they are capable of increasing its value. They've shown good business sense in the past so I'm going to count on them to make my rather large count of shares actually worth something in the future. Next is that they are acquiring some extremely valuable patented products whose marketing has been completely bungled for years.
Cytocore couldn't sell water to a dehydrated man, but Medite seems to actually know how business gets done. If they sell the Collector product, which is a quantum leap advance over the Pap Smear, their sales and profits will blow the top off the chart. It's a mass market product ... something essentially needed once every year or two for every pre-menopausal woman in the world.
There isn't a doubt in my mind that if they start selling the Collector that this stock will substantially increase in value. It didn't start out a penny stock. It was well valued as a start-up with a patent ... it only fell to penny stock status because these guys were researchers, not salesmen.
Well, you mean the 1.5B would be restricted; the 300M or so I think would be free trading.....right?
In any event, restricting the shares is of little relevance to market cap and valuation. It seems clear to me that they tried a R/S last year and couldn't get it done, so to complete this deal they did the only thing they could - raise the authorized and issue a mess-load of shares, knowing full well that after the merger they would try the R/S angle again. Because they are a new entity it should be easier to pound through a R/S – I wouldn’t be surprised at all if shortly after the merger they announce a R/S because 2B shares authorized is very large - 2B shares issued is simply enormous for a penny stock....
Just my take - I like the new formation of the company, but for a company with just $10M in yearly revenue, and a small profit, with 2B shares, I don't see much upside at .04, even if most of the shares are restricted.
I believe those 2B are restricted shares.
Keep in mind that just 3 inside individuals are going to control around 85% or more of the company. It wouldn't make sense that they would just dilute themselves and devalue their own positions. Other penny stocks the insider don't own any or less than 1% so they could care less about diluting the shares. I think huge PPS gains are on the way for this one! IMO
Sure but it is all about valuation and 2B outstanding is ALOT.
I disagree! This merger brings tremendous value to shareholder equity! CytoCore was more of and R&D company. Now with the merger you have an established company that can make the products and already has the distribution in place.
So this one will have just under 2 billion outstanding after the merger in March. What ya think that will do to the share price? With 2 B outstanding @ .04 you are talking an$80m M/C - new company has only $10m in revenue. I don't know much, but it is pretty clear they will need to R/S this one eventually - prob 100:1. Either that or we are looking at ultra- sub penny.
Nice volume today! 212k and hits on the 4's.
This explains why the CEO has been buying up so much stock over the last couple of years! What other penny stock selling for this price has this much to offer! We will be leaving this price point soon and returning to dollars per share like it used to. IMO
8k out today: http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=9723114
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 23, 2014
CYTOCORE, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 000-00935 36-4296006
(State or other Jurisdiction of Incorporation or Organization) (Commission File Number) (I.R.S. Employer Identification No.)
414 North Orleans Street, Suite 503
Chicago, IL 60654
(Address of principal executive offices) (Zip Code)
(312) 222-9550
(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. 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))
Item 7.01 Regulation FD Disclosure.
As previously reported in a Current Report on Form 8-K dated January 11, 2014 filed by Cytocore, Inc. (the “Company”), the Company entered into a Stock Purchase Agreement with Medite Enterprises, Inc., a Florida corporation (“Medite”), Medite GMBH, a corporation organized under the laws of Germany and wholly owned by Medite (the “Subsidiary”), Michael Ott and Michaela Ott, the sole shareholders of the Company, pursuant to which the Company will acquire 100% of the outstanding capital stock of Medite. On January 23, 2014, the Company posted an investor presentation regaridng Medite on the Company’s website www.cytocoreinc.com. A copy of the investor presentation is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. The Company does not undertake to update this presentation.
The information contained in this Item 7.01 of this Current Report on Form 8-K and in the accompanying exhibit incorporated by reference herein shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. This information, including the exhibit hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description of Exhibit
99.1 Investor Presentation dated January 23, 2014
2
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.
Cytocore, Inc.
Date: January 23, 2014 By: /s/ Robert McCullough, Jr.
Robert McCullough, Jr.
Chief Executive Officer and
Chief Financial Officer
3
1 OTC BB CYOE A New Global Market Force in Histology and Cytology Cancer Diagnostics
Forward Looking Statement This presentation includes forward - looking statements within the meaning of Section 27 A of the Securities Act of 1933 as amended, and Section 21 E of the Securities Exchange Act of 1934 , as amended, regarding future operating performance, events, trends and plans . All statements other than statements of historical fact contained herein, including, without limitation, statements regarding our future financial position, business strategy, budgets, projected revenues and costs, and plans and objectives of management for future operations, are forward - looking statements . Forward - looking statements generally can be identified by the use of forward - looking terminology such as “may,” “will,” “expects,” “intends,” “plans,” “projects,” “estimates,” “anticipates,” or “believes” or the negative thereof or any variation thereon or similar terminology or expressions . We have based these forward - looking statements on our current expectations and projections about future events . These forward - looking statements are not guarantees and are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward - looking statements . Important factors that could cause our actual results to differ from our expectations, include but are not limited to, MEDITE’s ability following the acquisition to maintain and grow its revenues, our ability to integrate MEDITE’s operations with our historic operations, the effect that the acquisition will have on MEDITE’s existing customers and employees as well as those risk factors that apply to our operations as disclosed in Item 1 A of our Report on Form 10 - K for the year ended December 31 , 2012 and other filings with the Securities and Exchange Commission . Readers are cautioned not to place undue reliance on our forward - looking statements, as they speak only as of the date made . Such statements are not guarantees of future performance or events and we undertake no obligation to disclose any revision to these forward - looking statements to reflect events or circumstances occurring after the date hereof . This document is not a solicitation to invest in any securities nor is it intended to provide investment advice . It is intended for informational purposes only and should be used by accredited, sophisticated investors who are knowledgeable of the risks involved . This is neither an offer to sell nor solicitation of an offer to buy any security . 2
Transaction Summary • Entered into Stock Purchase Agreement (SPA) on January 11, 2013, creating global market force in histology and cytology markets • CytoCore to acquire 100% of the capital stock of MEDITE • Purchase will be funded by the issuance of 1.5 billion restricted shares to the shareholders of MEDITE • MEDITE will own 80% of the combined company following the closing • Transaction is currently expected to close by March 15, 2014, subject to standard and customary closing conditions and deliveries. 3
MEDITE is… …specializing in the manufacturing and marketing of superior molecular biomarkers and premium medical devices for detection, risk assessment and diagnosis of cancer and related diseases. The Company is emerging as rapidly growing disruptive force in the multi - billion dollar global histology and cytology systems marketplace while positioned to build significant shareholder value. 4
MEDITE…Consistently Profitable Operations • Founded in 1978 in Germany; focus on engineering laboratory process automation and supply products for histology and cytology…total solution approach! • Recognized histology innovator: - first programable Multistainer - first three piece Embedding Center, - worldwide fastest Glass Coverslipper • Acquired by current management team in 2006 • Relocated headquarters to Orlando, FL in 2013 to capitalize on US market potential • German market leader; presence in 70 global markets 5
Investment Considerations • Large addressable markets with double digit growth rates - 1.6 million new cancer patients annually in the U.S. • Global leader in cytology and histology; focus on molecular marker • Executed new multi - year contracts & product development pipeline positions CytoCore and MEDITE for 50% annual revenue growth and increasing profitability • Pipeline of new products; significant barriers to entry • Strong management team with proven operational performance • Solid balance sheet to execute short/long term business plan 6
7 Large addressable and growing market
8 Cancer is defined, diagnosed and classified on the basis of abnormalities in cell (cytology) and tissue (histology) morphology Challenge Biomarkers: • There are no known biomarkers that are unique and definitive for cancer • Biomarkers are good for classification, but poor for screening & diagnosis • Nonspecific binding (NSB) masks desired signals Types of Cancer Tests
MEDITE • Premium I nternational Brand • Proven Business Model • Complete Histology Product Line Coverage • Strong Engineering Capabilities CYTOCORE • Strong Bio Marker Research Capabilities • Cancer Marker • Public Company with Probable NOLs MEDITE AND CYTOCORE • Cytology Cancer Screening • Go to Market Synergies • Enhanced Profitability • Enhanced Shareholder Value Compelling Merger Advantages 9
Advanced Engineered Product Portfolio 10
Leading Labs into the Future: Histology 11 • Automation - Fastest Stainer - Coverslipper - System, Histology lab - in - one Instrument under development • Flexibility - Tissue Processor TPC TRIO • Speed - COT (stains 1,000 slides/h), USE (decalcify 4 times faster than just acid), Tape (covers 4 times faster than glass) • Ergonomics and Precision - VALIDA premium Embedding Center, Microtomes, eCep • Standardized and Convenient - Complete Histology lab equipment and all supplies from one hand
MEDITE Highly Engineered Histology Products 12
• Signed five year agreement to supply MEDITE’s newly developed and patented Stainer - Coverslipper - Combination to an Industry leader • Additional OEM agreements are under negotiation Significant OEM Agreements 13
Leading Labs into the Future: Cytology 14 • Automation - Development of fully automated slide preparation and imaging system for Liquid Based Cytology • Flexibility - Providing all equipment and consumables for replacing both leading Systems (Becton - Dickinson/Hologic). Also for non - GYN LBC consumables • Specific Diagnostics - New marker development can be used for specific cancer diagnostics • Savings - MEDITE equipment and consumables are often priced lower than competitiors; offers margin expansion option for GYN and non - GYN testing labs
MEDITE: Cytology Product Price Performance Leader 15
16 Collection Detection Evaluation Slide Preparation • SoftPAP ® • SoftKit • Breast Aspirant Cell Collector • Preservative • Instrument • Morphology stains • Molecular Assays • Workstation • Imager • DMS CytoCore Solutions
• Breast cancer is a leading (health) cause of death for women in the U.S.; 50,000 annually • 12% of U.S. Female population develop disease; 200,000 cases • Self - examination only procedure available for women between 20 - 40 years of age • Mammography incurs additional cancer risk and has low sensitivity for detecting breast cancer • Solution provides non - invasive breast cancer risk assesment procedure targeting women between 20 - 45 years of age • $75 affordable retail charge • Superior to competition; Significantly lower console cost • Plan to place in doctors offices and clinics free of charge; razor blade economics CytoCore Breast Aspirant - cell Collector 17
18 Assay Type & Use Time to Preproduction Tests T - 1 Immunoassay: resolution of ASCUS 9 - 12 months A - 1 Immunoassay: resolution of ASCUS 9 - 12 months D - 1 Immunoassay: particularly good for detecting HSIL and CIS 9 - 12 months L1, L2, L3 Immunoassays: predictive tests for progression of dysplasia to cancer. Can be mixed and matched for specific applications. 9 - 12 months E - 1 Immunoassay: particularly good for detecting LSIL 9 - 12 months Additional marker - based assays in the pipeline Solution : • Increased specificity vs. competing products • Optimized for automated analysis • Screening, diagnostic & prognostic use CytoCore’s Molecular Biomarker Immunoassays
Novel CytoCore Stains, Markers and Assays 19 How CytoCore Assays Work: • Synergistic combinations of selected biomarkers with cell morphology in a single test - Proprietary quantitative “no wash” “instant” morphology stain - Biomarkers are selected to detect cells that are or that have committed to becoming cancerous - Novel assay chemistries suppress non - specific binding and other artifacts Advantages: • Improved lab throughput at reduced cost. • Multi - parameter approach improves reliability & robustness of results. • Resolves ambiguous cases such as ASCUS and LSIL that may or may not progress to cancer. • Addresses screening, diagnosis and patient management needs. • Easily automated. How Competitive Tests Work: • Morphology or biomarkers, not both • Complex qualitative morphology stain procedures • Targeted biomarkers are not unique to cancer or pre - cancerous conditions • Predominantly manual
20 Significant Barriers to Entry • Strong IP portfolio of patents, including industry changing new applications, brands, trademarks • Proprietary equipment manufacturing expertise and biomarker formulation • MEDITE’s brand products are renowned for high quality and reliability - ‘Made in Germany’ appeals to most global markets • Customer relucatance to switch existing partner relationships
2012 Full Y ear F inancial P erformance Cautionary Note : The following summary financial data is based upon historic financial statements provided to us by management of MEDITE . We intend to file a current report on Form 8 - K containing the historic audited financial statements and unaudited interim financial statements no later than 75 days after closing of the acquisition . We urge shareholders to review such historic audited financial statements and unaudited interim financial statements as soon as they become available . Total Revenue $ 9,419 Gross Profit $ 4,376 Gross margin 46.4% Expenses Sales & marketing $ 2,241 General & Administrative $ 407 Research & Development $ 753 Total Expenses $ 3,401 Earnings Before Interest, Taxes, Depreciation and Amortization* $ 975 Interest, Taxes, Depreciation and Amortization $ 698 Net Income $ 277 21 * 10.3% EBITDA margin
Key Milestones 2013 • Start production of new product TES Valida, TDO Sahara, TFB 35 • Start production of new Cover Tape • Build a strong distribution channel to Chinese market • Create strong U.S. distribution channel for LBC • Finish Version 3 of Stainer - Coverslipper - Combination 2014 • Create strong U.S. and Canada distribution channel • Transfer Stainer - Coverslipper Combination to OEM • Develop new products for growing Chinese Market • Receive CE Mark for Nipple Breast Aspirant - cell Collector 22
Factors Driving 50% 2014 Growth • Generate China sales through newly formed joint venture • Major North America distribution agreement for Histology products with Medline Industries • Major North America distribution agreement for Cytology products • OEM equipment and supply contracts • Breast cancer Nipple Aspirant - cell Collector sales in Europe, Latin America and U.S. • Realize anticipated savings from planned new manufacturing and R&D facility and due to advantage of economies of scale 23
Experienced Management Team • Michaela Ott – CEO - 20+ years Experience in High Tech and Health Care Industry Sales and Marketing - Shareholder and Officer of FiberTech for 10 years and since 2006 shareholder and Officer of Medite • Michael Ott – President & COO - 14+ years Experience in Operations Management in the Health Care Industry - CEO of IB Laser AG, CFO of W.O.M. AG and since 2006 Shareholder and Officer of Medite • Robert McCullough – CFO - 30+ years Financial Management Experience in the Health Care Industry - CEO and CFO of CytoCore Inc. since 2007 - Portfolio Manager and Investment Analyst for 15+ years 24
Why MEDITE? • Projected CAGR of 50% due to new business momentum through 2016 • Pipeline of proprietary products including high margin stains, molecular biomarkers and consumable products • Significant barriers to entry • Global partners provide a growing base of reliable and stable worldwide customers • Proven, bottom - line oriented management team 25
26 OTC BB CYOE A New Global Market Force in Histology and Cytology Cancer Diagnostics
Vette - in that sense it dilutes or devalues the stock; however don't forget all we really had was R&D, patents and a publicly traded company/shell already in place to launch from immediately. Medite has real assets and 9.5 Million in revenue a year just from what they have been doing themselves. So we have pooled all of that together and split it up. I agree, whatever the case I feel sailing on this ship is going to take us to wonderful destinations.
The hardest part is going to be not giving in to a huge quick profit. It makes so much more sense to wait for the deals to start rolling in and the revenue already in place to be accounted for on the quarterly reports. That is when this stock will gap beyond belief and we will be back in the range of the distant past …. in the dollars.
Re: Hanlon's razor
That's a good one! I'll have to remember that.
These guys have been in the locker room so long, that maybe it's time they actually see the playing field!
Re: the people running the show hold all the stock so it wouldn't make sense for them to do things that don't support PPS. I think things are looking very positive now!
I agree. I also like that Medite shows nice revenue which we never had, and hopefully a good network to spread the word around.
not bad at all!!
Well, I ran across some new information after that last post. According to the 8-K just filed:
http://www.4-traders.com/CYTOCORE-INC-405973/news/CytoCore-Inc--CYTOCORE-INC-FILES-8-K-Disclosing-Entry-into-a-Material-Definitive-Agreement-Oth-17810808/
CytoCore is enabling this deal not with the transfer of 80% of existing shares, but by the issuance of enough new shares (1.5 billion) to create a new block of stock that amounts to 80% of the total. So (unless I'm missing something, and I could be) that essentially devalues all private shareholders to 20% of our current holdings too, and that makes my $37 dollar a share buyout from my last comment become say $7.50 a share. Since I bought the majority of my holding for less than 2 cents a share (I owned many fewer shares when I bought Molecular Diagnostics at $3+ per) I still wouldn't be complaining.
Just like the insiders, I'd rather have 20% of a seaworthy vessel than 100% of a ship that only had the radio aerial still above water.
Looks like to me you should of bought some! 75% is not bad at all. Profits $$$
I've never seen any evidence that there was any "pump and dump" on this stock ever. McCullough has consistently bought shares at or above market value. But I do think the reverse split was a tactic to scoop up privately held stock at a bargain. Whether or not it was, the stock devalued from $4 to 1 penny after that reverse split. The stock would have stuck at a penny WITHOUT the split, meaning that shareholders would have retained 10x our value all this time.
But remember Hanlon's razor:
Never attribute to malice that which is adequately explained by stupidity.
CytoCore held valuable property but could never find their way out of the locker room to the playing field. That's the problem this deal seeks to solve.
I wouldn't go making any price predictions just yet. However I do think that the successful completion of this deal means an increasing value long term. A few big contracts could cause some ascending spikes or even solid jumps in value. I've been worried for years that the company would dissolve, and I'm no longer worried about that.
The current insiders think that this deal will result in 20% of their current holdings being more valuable than 100% of the same holdings with the status quo. It is also their admission that they understand they didn't have the know how to make their properties pay off.
I'm hoping that the news you posted is the first sign that someone is putting the collector product into the hands of a belly to belly sales force ... finally.
What I'd like to see is the collector gain enough market penetration that a major medical supplies player decides to buy it out for 10 billion or so (which is a relatively minor figure these days to buy out a technology with broad market potential). That would make our CytoCore shares worth about $37 each. (And would put the cherry on the top of my retirement fund LOL).
So having been in this for the long term, even if the price jumps toward a dollar a share, for myself I wouldn't sell at that level. I've held this stock as a gamble against a jackpot, not an incremental gain.
MEDITE Signs Exclusive Marketing and Distribution Agreement With Medline
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MEDITE Signs Exclusive Marketing and Distribution Agreement With Medline
Medline Named Exclusive U.S. and Canada Distributor for MEDITE's Best-in-Class Histology Systems and Related Consumable Products
ORLANDO, FL--(Marketwired - Jan 16, 2014) - MEDITE Inc., a leading developer and manufacturer of innovative, high-quality equipment and supplies for histology, pathology and cytology laboratories, announced an exclusive marketing and distribution agreement with Medline Industries, Inc., based in Mundelein, Illinois. Under the agreement, Medline will have exclusive rights to market and distribute MEDITE's histology equipment and consumable product portfolio in the U.S. & Canada.
Medline has demonstrated steady growth with 2013 revenue of more than $5.7 billion, and is the largest privately held manufacturer and distributor of healthcare supplies in the United States. The company markets a wide variety of products serving the entire continuum of care.
"During 2013, a key focus of our management team was to raise the awareness of our product portfolio in the U.S. and increase the amount of revenue we generated from the American market. These efforts have been well-timed as thousands of labs in the U.S. will need to utilize leading products to meet the burgeoning demand resulting from the passage of the Affordable Care Act. By partnering with Medline we position ourselves for even greater growth in 2014 and beyond while at the same time reducing our operating costs," commented Michaela Ott, co-president of MEDITE Group.
"We decided to partner with Medline after a comprehensive review of our competitive position in the U.S. and Canadian markets," added Ott. "We chose Medline because of its strategic focus on the $700 million histology market represented by an aggressive expansion into the segment beginning this year. This market is growing greater than 10 percent annually, so Medline recognized the dynamic growth opportunities and is devoting a significant amount of effort to building a leading histology system and consumables resource to hospitals and other healthcare providers. Medline elected to partner with us because of the breadth and quality of our product portfolio and our combined ability to provide cost effective solutions to the healthcare customer."
About MEDITE
On January 11, 2014, Medite signed a definitive purchase agreement to be acquired by Chicago-based CytoCore, Inc. (OTCBB: CYOE), a late development stage bio molecular diagnostics company engaged in the design, development, and commercialization of cost-effective sample collection, clinical laboratory assay and instrument systems for the early detection and classification of cancer and for the assessment of the risk for cancer progression. Closing of the transaction is subject to standard and customary closing conditions and deliveries and is currently expected to close by March 15, 2014. MEDITE Enterprise Inc., a holding company which is based in Orlando, FL, wholly-owns Medite GmbH a Germany-based Company with its subsidiaries CytoGlobe GmbH (Liquid-Based-Cytology Products, Germany), Medite GmbH (Distributor, Austria), Medite Inc. (Distributor, Americas). Since 1978, MEDITE® Group has specialized on the development, manufacture and distribution of medical laboratory automation equipment and supplies for pathology, histology and cytology. For these fields, the Company offers a complete range of devices and consumables. MEDITE Group currently sells into 70 countries and is the market leader in Germany. Through CytoGlobe, a wholly owned subsidiary, MEDITE offers a full range of products for Cytology labs, specifically liquid based cytology cancer screening supplies and instruments. Additional information on MEDITE's products and services can be found at www.medite-group.com.
About Medline Industries, Inc.
As the nation's largest privately held manufacturer and distributor of health care products, Medline manufactures and distributes more than 350,000 products to hospitals, extended care facilities, surgery centers, physician offices, home care agencies and providers, and retailers. Named one of the country's "Best and Brightest Companies to Work For," Medline is headquartered in Mundelein, Ill. and has more than 1,100 dedicated sales representatives to support its broad product line and cost management services. For more information on Medline, go to www.medline.com or http://mkt.medline.com/clinical-blog/category/channels/social-channels/ to connect with Medline on a variety of social media channels.
Contact Information:
EVC Group
Investor Contact:
Doug Sherk
415-652-9100
Michael Polyviou
212-850-6020
Media Contact:
Janine McCargo
646-688-0425
Cyto - there just doesn't seem to be that many players on this stock any longer so I don't see this as the old pump and dump scam of the past. I've been in this for awhile; however nothing compared to the length of time you have. What I like about it now is that the people running the show hold all the stock so it wouldn't make sense for them to do things that don't support PPS. I think things are looking very positive now!
Cyto - there just doesn't seem to be that many players on this stock any longer so I don't see this as the old pump and dump scam of the past. I've been in this for awhile; however nothing compared to the length of time you have. What I like about it now is that the people running the show hold all the stock so it wouldn't make sense for them to do things that don't support PPS. I think things are looking very positive now!
Great points you make! You have been in this one a long time. Nice that it is starting to pay off. I think some very positive things are ahead and PPS is certainly breaking out of this range and IMO I feel we can end up .50 - 1.00 very soon!
The way to play this one is the Dips, N Rips. History show it all. Not a Share Selling Scam like that other one is, and will be around a while. Play it as you will.
looks like this pos will be back to
1 pretty quick,but history DOES repeat itself.
How many lives does this little company have? The doors could have and should have been closed too many time to count over what seems like at least a decade. With minimal profit or mostly losses for so many years, lawsuits that were pending and settled, talk of an SEC scandal, and employees you can count on just a few fingers, I am shocked Cytocore is trying to look like that little train who could. There was not one post on the Investors Hub Cytocore board for about a year until a few days ago. Throughout all this turmoil McCullough would still file the reports necessary to keep on existing. One can only think someone knew it was important to keep the patents Cytocore has up to date and keep all the I's dotted and T's crossed until the right fit came along for Cytocore's suite of products. Could this fit possibly be Medite? I really hope this is the real deal this time and not just another pump and dump. This stock fit the pump and dump mold too many times in the past it was more than just a bit comical. I hope we get some good leadership this time around that will walk the talk instead of talking the talk. I still have most of my shares from several private offerings and then what I purchased on the open market when I actually bought into most of what I was told, and that Cytocore could be a very lucrative situation. Let's hope we move forward this year or next and not go back to being stagnant for yet another 5 or 10 years. One thing for sure is that I am not emotionally invested anymore and if something good happens that is more than just talking points, it will just be a bonus on top of what really has been a terrible nightmare.
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Executive Summary
MEDITE Cancer Diagnostics, Inc ® (MDIT)
MEDITE® Group is a medical technology company specializing in the development, engineering, manufacturing and marketing of premium medical devices and consumables for detection, risk assessment and diagnosis of cancer and related diseases. MEDITE is poised to become a disruptive force from rapid revenue and market share growth resulting from the introduction of major innovative products in the multibillion dollar global histology and cytology cancer detection marketplace. Depending upon the type of cancer, segments within the current target market of approximately $5.8 billion are growing at annual rates between 10 and 30%. MEDITE anticipates significant growth in revenue and earnings over the next years from several growth trajectories.
Cancer is a major threat for mankind and the recently published “World Cancer Report 2014” by the World Health Organization, states that the number of cases will increase by about 57% to 22 million cases in the next two decades. At the same time cancer deaths will rise from 8.2 million to 13 million per year.
MEDITE’s current and future products will assist in the early diagnoses of cancer with superior sensitivity for detecting precancerous and cancerous conditions and provide the basis for more efficient and cost effective treatment through superior specificity which eliminates unnecessary tests and treatment for benign conditions originally suspected as precancerous or cancerous. The net effect of utilizing MEDITE’s anatomic pathology (tissue based) and cytology (cell based) products will result in more lives saved at lower costs.
The first avenue of growth is the recent launch of new products and the development of highly innovative new products expected to launch in the next few years. The second represents several new initiatives including our joint venture with UNIC Medical of China along with recently executed distribution contracts in the US, Europe and China. The third is the eventual impact from the recent merger transaction with CytoCore (CYOE), a 14 year old venture stage American public company with significant new scientific advances in cervical and breast cancer biomarker and screening technology which are synergistic with MEDITE’s existing product lines.
First half revenue growth of 32% to a record $5.9 million and operating profit of nearly half a million over 4 times the amount of operating profit for the first six months of 2013 reflects the initial success of MEDITE’s strategy. Since historically 35 to 40% of annual sales occur during the fourth quarter, revenue and profitability for 2014 should accelerate during the latter part of 2014. In addition, the combination of the two companies has resulted in significant costs savings, including relocation of the headquarters to Orlando, Florida and relocation of CytoCore’s Chicago research lab.
Since the current management team purchased MEDITE 8 years ago, the company has been focused on the development of new products while maintaining profitability. With first time access to the public capital markets facilitated by the CytoCore merger, Medite along with its partner, UNIC of China expect to expedite the automation of Chinese anatomic pathology laboratory and cytology systems by completing development of MEDITE’s patented “Lab-In-One” automated system in tandem with the implementation of UNIC’s proven digitization technology for the imaging of tissue biopsy and cell samples. By utilizing MEDITE’s coveted German engineered current and future anatomic pathology and cytology products, UNIC expects to become the first and only company in China with the complete anatomic pathology lab solutions covering slide processing, digitizing and imaging, image analysis, tele-pathology, as well as lab management. UNIC is the founder of the China Association of Pathology Equipment which aims to standardize the lab processes and procedures in China including technician training and continuous education services. This process mandated in China because there are only 200 qualified pathologists for 1.4 billion people with 20,000 hospitals and about 500 new labs being opened every year could become a world standard as “more is done with less” through the results of uniform automation, and digitization utilizing MEDITE’s equipment and consumables such as stains and biomarkers.
Medite has recently received the first successful Chinese FDA registration on two microtome models and is expecting to receive registration on all other equipment within the next weeks.
MEDITE’s patented computer controlled LAB-IN-ONE-System provides a solution to address the increasing demand for anatomic pathology labs as discussed in the latest US laboratory industry journal “CAP TODAY” (August 2014 edition). The market is demanding the following: “more systems are needed to link processing and embedding with robotics …” or statements like “So I can’t take a cassette and put it on an instrument at the beginning and have it come out as a slide at the end” are typical for lab managers all over the world. MEDITE’s proprietary and patented Histo-Revolution concept is going even beyond these wishes: the complete process from the unprocessed tissue up to the stained and coverslipped slide is automated.
As a one stop supplier for anatomic pathology laboratories and its existing business as one of the most experienced supplier in the field of Liquid-Based-Cytology MEDITE’s product line covers the complete laboratory process from the tissue biopsy or the cells to the finished microscopic slide. MEDITE is currently distributing into 70+ countries with the US, China and Europe being its primary growth markets.
In the US market MEDITE recently executed several distribution contracts. General anatomic pathology product non-exclusive contracts with major multi-billion dollar health care product suppliers and direct contracts with three of the largest Hospital Group Purchasing Organizations: HealthTrust, Premier and Magnet. For the cytology product line MEDITE executed contracts with a major US anatomic pathology company. One of these products is already selling very successfully in accordance with an OEM agreement very successfully. All MEDITE products will eventually be sold in accordance with these agreements.
MEDITE is hopeful that sales of CytoCore’s biomarkers for Breast and Cervical Cancers will be launched in 2015 of which modest sales are projected for 2015 and 2016. CytoCore’s believes its proprietary biomarkers and imaging technology developed over the last few years could conceivably detect incidences of cancer currently not detected in today’s multibillion cancer market. These biomarkers could also reduce healthcare cost by eliminating unnecessary testing procedures involving false suspected incidences of cancer. CytoCore’s Breast Cancer “risk evaluation” process using its biomarkers addresses a need for Breast Cancer evaluation for women between the ages of 20 to 40 years old. Self-evaluation is the primary method for Breast Cancer detection for women in this age group. Worldwide, 12.5% or one in eight women are expected to get Breast Cancer during their lifetime.
MEDITE employs over 70 people between the recently relocated worldwide headquarters in Orlando, Florida and the German manufacturing and R&D facility. MEDITE is a well-known innovator in the industry based on the development of the first programmable Multistainer, first three piece Embedding Center and world’s fastest Glass-Coverslipper-Combination System. It is holding and has applied for several patents which it believes have the potential to have a major impact on the anatomic pathology and cytology industry. Chief Executive Officer Michaela Ott and Chief Operating Officer Michael Ott currently own approximately 74% of the combined company. Robert McCullough former CEO and CFO of CytoCore Inc. is Chief Financial Officer. Mr. McCullough recently converted a $3.2 million personal loan to Cytocore into CytoCore’s stock at $.02 per share. In addition, as a condition of the merger all of CytoCore’s employees including Drs. Jolley and Domanik converted the majority of their unpaid wages accrued during the prior four plus years into CytoCore stock at $.02 per share.
Contact:
Michaela Ott, Chief Executive Officer, email: michaela.ott@medite-group.com
Michael Ott, MBA, Chief Operating Officer, email: michael.ott@medite-group.com
Robert F. McCullough, Chief Financial Officer, email: rmccullough@medite-group.com
MEDITE Enterprise Inc., 4203 SW 34th Street, Orlando, FL 32811, USA
Phone +1 407 996 9630, Fax +1 407 996 9631
Company Website: http://medite-group.com/
Company 2015 Presentation: http://medite-group.com/wp-content/uploads/2015/05/MDIT-Company-Presentation-5-27-2015.pdf
Investor FAQ: http://medite-group.com/investors/faq/
Q? How many shares of MEDITE are outstanding?
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