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): ~~September~~October 2511, 2018

MEDITE CANCER DIAGNOSTICS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

333-143570	36-4296006
(Commission File Number)	(IRS Employer Identification No.)

10524 Moss Park Rd., Ste. 204-357
10524 Moss Park Rd. Ste-204-357
Orlando, FL	32832
(Address of Principal Executive Offices)	(Zip Code)

(407) 996-9630

(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):

☐ 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 ~~Definitive~~ Material Definitive Agreement.

OnFrom ~~September~~October 2511, 2018 through October 15, 2018, MEDITE Cancer Diagnostics, Inc., (the “Company”) entered into aand closed ~~Second~~Securities ~~Amendment~~Purchase Agreements (collectively the “Purchase Agreements”) with three (3) accredited investors (“Purchasers”), pursuant to ~~Forbearance~~which ~~Agreement~~the Company ~~with~~agreed ~~GPB~~to ~~DEBT~~issue ~~HOLDING~~to ~~II,~~the ~~LLC~~Purchasers secured promissory notes in the aggregate principal amount of $870,000 (the collectively the “~~Lender~~Notes”). The Notes mature on the 60th month anniversary date following the Closing Date, ~~whereby~~as defined in the Notes ~~Lender~~(the ~~agreed~~“Maturity toDate”). ~~forbear~~Accrued ~~its~~interest shall be ~~exercise~~paid in restricted common stock of ~~registration~~the ~~rights~~Company ~~pursuant~~calculated toat a ~~Section~~value 4of $0.9075 per share and on the basis of a 360-day year and shall accrue and compound monthly. The Notes are secured by security agreements (collectively the “Security ~~Securities~~Agreements”) ~~Purchase~~and ~~Agreement~~shall ~~dated~~represent a perfected senior lien on all of the assets of the Company and its subsidiaries and will be subordinate to the obligation entered into with GPB Debt Holdings II, LLC and the affiliated subordinate investors on September 26, 2017. The Notes shall bear interest at a rate of 12% per annum. In addition, and in accordance with the terms of the Purchase Agreements, the Purchasers were issued an aggregate amount of 11,600,000 shares of the Company’s restricted common stock at 0.075 per share (the “~~SPA~~Shares”),. ~~until~~The ~~November~~Purchasers shall have piggy-back ~~30,~~registration ~~2018~~rights with respect to the Shares.

~~Item~~The ~~5.02~~foregoing ~~Departure~~summary of ~~Directors~~the transactions contemplated by the Purchase Agreements and the documents and instruments to be executed and/or ~~Principal~~issued ~~Officers~~in connection therewith, ~~Election~~does ofnot purport to ~~Directors~~be complete and is qualified in its entirety by reference to the definitive transaction documents, ~~Appointment~~copies of ~~Principal~~which ~~Officers~~are attached as exhibits to this Current Report on Form 8-K.

OnItem ~~September 25, 2018, the Board of Directors (the “Board”) of MEDITE Cancer Diagnostics, Inc~~2.03 Creation ~~(the “Company”) accepted the resignation~~ of ~~Stephen~~a ~~Von Rump~~Direct ~~as Interim Chief~~ Financial ~~Officer~~Obligation ofor ~~the~~an ~~Company.~~Obligation ~~Mr.~~under ~~Von~~an ~~Rump will~~Off-Balance ~~continue to serve as the Chief Executive Officer, President~~Sheet ~~and~~Arrangement ~~Director~~ of ~~the~~a ~~Company~~Registrant.

OnIn ~~September~~connection ~~25,~~with ~~2018~~the transactions described in Item 1.01 of this Current Report, ~~the~~which ~~Board~~is ~~appointed~~incorporated ~~Gary~~into ~~Pickett~~this toItem 2.03, the ~~position~~Company ofhas ~~Chief~~entered ~~Financial~~into ~~Officer~~and ofclosed Purchase Agreements with the Purchasers ~~Company~~as toof ~~serve~~the ~~until his~~dates ~~resignation~~set orforth ~~termination.~~in MrItem 1.01 ~~Pickett~~pursuant ~~entered~~to ~~into an~~which ~~Employment~~it ~~Agreement~~agreed ~~with~~to issue the ~~Company~~Notes, onShares ~~September~~and ~~25,~~Security ~~2018,~~Agreements to the ~~whereby~~Purchasers. heThe Notes will ~~receive~~bear aninterest ~~initial~~at ~~annual~~a ~~salary~~rate of ~~$90,000,~~12% ~~which~~per ~~shall~~annum, will be ~~increased~~secured toin ~~$120,000~~accordance ~~per~~with ~~year~~the ~~commencing~~terms onand ~~January~~conditions of 1the Security Agreements, ~~2019.~~ ~~Mr.~~and ~~Pickett’s~~will ~~Employment~~be ~~Agreement~~due ~~shall~~and ~~continue~~payable ~~until~~on the 60th ~~August~~month 30anniversary date following the Closing Date, ~~2020~~as ~~unless~~defined ~~sooner~~in the ~~terminated~~Notes or ~~extended.~~upon ~~Mr.~~acceleration ~~Pickett~~in accordance with its terms. Accrued interest shall be ~~eligible~~paid toin ~~participate~~restricted incommon ~~the~~stock ~~Company’s~~of ~~Stock~~the ~~Option~~Company calculated ~~Plan,~~at a value of $0.075 per share and on ~~Options~~the ~~shall~~basis beof ~~issued~~a to360-day Mryear and shall accrue and compound monthly. ~~Pickett~~The ~~within~~Company 30may prepay the ~~days~~Notes at any time and from ~~the~~time ~~date~~to time without penalty. Payment of the obligations under the ~~Employment~~Notes ~~Agreement~~may be accelerated, in general, upon any of the following events: (i) an ~~amount~~uncured failure to bepay any ~~determined~~amount byunder the ~~Board.~~Notes ~~Mr.~~when ~~Pickett~~due; ~~shall~~(ii) ~~also~~an beuncured ~~eligible~~breach ~~for~~by the ~~annual~~Company ~~bonuses~~of ~~based~~its ~~upon~~obligations ~~criteria~~under ~~established~~any of the offering documents; (iii) a material breach by the Company of its representations and ~~Board~~warranties contained in the offering documents; (iv) certain material judgments are rendered against the Company; and (v) the occurrence of certain voluntary and involuntary bankruptcy proceedings.

~~Gary~~Item ~~Pickett,~~3.02 Unregistered ~~Age~~Sales ~~67,~~of ~~Chief Financial Officer~~Equity Securities.

~~Gary~~ ~~Pickett~~The ~~has~~Company ~~over~~agreed 38to ~~years~~issue ~~management~~the ~~experience~~Notes ~~including 11 years as a Chief Financial Officer, 3 in a private company~~ and 8Shares ~~years in a microcap publicly traded medical manufacturing company. As a CFO he was responsible for raising equity, debt refinancing, financial analysis and reporting~~ to the ~~board plus management and investors.~~Purchasers ~~From June 2015 through April 2018, Mr. Pickett served as Chief Financial Officer of Apex Executive Jet Center located~~ in ~~Melbourne~~reliance ~~Florida.~~upon Hethe ~~was~~exemption ~~responsible~~from ~~for~~registration ~~planning,~~under ~~forecasting,~~Section ~~cash management and financial reporting results to Board and Company President, and he was also responsible for funding, reporting and managing and successfully completing~~ 4(a)(2) $3.6 million new hangar development. From March 2006 through June 2014, Mr. Pickett served as Chief Financial Officer to Bovie Medical Corporation located in Clearwater, Florida. He was responsible for all the financial requirements of the ~~Company~~Securities ~~including,~~Act ~~but not limited to, SEC reporting, banking relationships and raising capital, internal controls in accordance with Sarbanes-Oxley and reporting the financial results to the Board~~ of ~~Directors and management. Mr. Pickett’s achievements while at Bovie Medical Corporation included successful completion of two equity raises of $3 million and $7 million~~1933, ~~negotiation~~as ~~and completion of asset purchase agreement of Canadian operations~~amended, and ~~the~~Rule ~~successful completion~~506 of ~~an Industrial Revenue Bond financing and multiple~~ ~~bank~~Regulation ~~re-financing.~~D ~~From~~promulgated ~~October 2003 through June 2005, Mr~~thereunder. ~~Pickett serves~~The asinformation ~~Vice~~disclosed President and Corporate Controller of Progress Rail of Albertville, Alabama, From December 2000 through October 2003, Mr. Pickett serves as Director of Financial Operations for Progress Energy of Raleigh, North Carolina. From April 1984 through December 2000, Mr. Pickett served in ~~various management positions for~~ ~~Florida~~Items ~~Power Corporation of St~~1.01 Petersburg, Florida. From 1981 through April 1984, Mr. Pickett served as an Auditor for Grant Thornton of St. Petersburg, Florida. From November 1974 through February 1979, Mr. Pickett served as a Field Artillery Officer for the United States Army at Fort Polk, Louisiana. Mr. Pickett has a BS Degree in Social Science Education from the University of North Dakota. He has a BS Degree in Accounting from Florida State University and ~~an MBA in Finance and Accounting from the University of Tampa~~2.03 ~~Mr. Pickett~~ is aincorporated ~~Certified~~into ~~Public~~this ~~Accountant~~Item ~~and a Certified Internal Auditor~~3.02 ~~Except~~in ~~for Bovie Medical Corporation,~~its Mrentirety. ~~Pickett has not served as an officer or director to any company required to file reports with the Securities and Exchange Commission.~~

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description

Exhibit No.		Description

10.1		Form of Securities Purchase Agreement
10.2		Form of Secured Convertible Promissory Note
10.3		Form of Security Agreement

10.1	Form of Second Amendment to Forbearance Agreement
10.2	Form of Gary Pickett Employment Agreement
99.1	Resignation Letter of Stephen Von Rump

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.

	MEDITE CANCER DIAGNOSTICS, INC.
Date: October 1, 2018	By:	/s/ Stephen Von Rump
Date: October 16, 2018	By:	/s/ Stephen Von Rump
		Stephen Von Rump
		Chief Executive Officer

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