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) October 1130, 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
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 15.~~01 Entry into a Material Definitive Agreement.~~02

~~From~~Departure October 11, 2018 through October 15, 2018, MEDITE Cancer Diagnostics, Inc., (the “Company”) entered into and closed Securities Purchase Agreements (collectively the “Purchase Agreements”) with three (3) accredited investors (“Purchasers”), pursuant to which the Company agreed to issue to the Purchasers secured promissory notes in the aggregate principal amount of ~~$870,000~~Directors ~~(the~~or ~~collectively~~Certain ~~the “Notes”).~~Officers; ~~The~~Election ~~Notes mature on the 60th month anniversary date following the Closing Date, as defined in the Notes (the “Maturity Date”). Accrued interest shall be paid in restricted common stock~~ of ~~the Company calculated at~~Directors; aAppointment ~~value~~ of ~~$0.075~~Certain ~~per~~Officers; ~~share~~Compensatory ~~and~~Arrangements ~~on the basis~~ of ~~a 360-day year and~~ ~~shall~~Certain accrue and compound monthly. The Notes are secured by security agreements (collectively the “Security Agreements”) and shall 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 “Shares”). The Purchasers shall have piggy-back registration rights with respect to the Shares.Officers

~~The~~On ~~foregoing~~October ~~summary~~31, 2018, the Board of Directors (the ~~transactions~~“Board”) ~~contemplated~~of byMEDITE ~~the~~Cancer ~~Purchase~~Diagnostics, ~~Agreements~~Inc. ~~and~~ (the ~~documents~~“Company”) ~~and~~held ~~instruments~~a ~~to be~~meeting ~~executed~~whereby ~~and/or~~it ~~issued~~accepted inthe ~~connection~~resignation ~~therewith,~~of ~~does~~Stephen ~~not~~Von ~~purport~~Rump toas Chief beExecutive ~~complete~~Officer and isDirector ~~qualified~~of inthe ~~its~~Company, ~~entirety~~effective immediately. byMr. ~~reference~~Von toRump ~~the definitive~~was ~~transaction~~thereafter ~~documents,~~appointed ~~copies~~by ofthe ~~which~~Board ~~are attached~~ as ~~exhibits~~Chief toStrategy ~~this~~Officer ~~Current~~of ~~Report~~the onCompany ~~Form~~to ~~8-K~~serve until his resignation or termination.

On ~~Item~~October 231, 2018, the Board thereafter, by unanimous consent, appointed Elmar A.~~03 Creation~~ Dave to the position of aChief ~~Direct~~Executive Officer ~~Financial~~of ~~Obligation~~the Company to serve until such time as his removal or resignation, an.Mr. ~~Obligation~~Dave has been engaged by the Company as a Consultant, and shall continue under the terms of his existing Consulting Agreement until its expiration, whereby the Company shall negotiate an ~~Off-Balance~~Executive ~~Sheet~~Employment Agreement with Mr. Dave ~~Arrangement~~upon ofterms amutually ~~Registrant~~acceptable to the parties.

InElmar ~~connection with the transactions described in Item 1~~A.01 ~~of this Current Report~~Dave, ~~which~~Age ~~is incorporated into this Item 2.03~~41, ~~the Company~~Chief ~~has~~Executive entered into and closed Purchase Agreements with the Purchasers as of the dates set forth in Item 1.01 pursuant to which it agreed to issue the Notes, Shares and Security Agreements to the Purchasers. The Notes will bear interest at a rate of 12% per annum, will be secured in accordance with the terms and conditions of the Security Agreements, and will be due and payable on the 60th month anniversary date following the Closing Date, as defined in the Notes or upon acceleration in accordance with its terms. Accrued interest shall be paid in restricted common stock of the Company calculated at a value of $0.075 per share and on the basis of a 360-day year and shall accrue and compound monthly. The Company may prepay the Notes at any time and from time to time without penalty. Payment of the obligations under the Notes may be accelerated, in general, upon any of the following events: (i) an uncured failure to pay any amount under the Notes when due; (ii) an uncured breach by the Company of its obligations under any of the offering documents; (iii) a material breach by the Company of its representations and 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.Officer

Elmar ~~Item~~A, 3Dave is the Chief Executive Officer of MEDITE Cancer Diagnostics, Inc.~~02 Unregistered~~ ~~Sales~~and brings over 19 years of ~~Equity~~experience in senior operations management specializing in international manufacturing, product development, process management, and global commercialization of medical technologies, operational restructuring, and corporate strategy. From November, 2014 through May, 2015, Mr. Dave served as Chief Executive Officer and Board Member of Eyeformatics located in Norwich CT. From May 2105 through March 2016, Mr. Dave served as Chief Operating Officer and Board Member of Bellebridge, located in Shelton, CT. From October, 2016 through January 2017, Mr. Dave served as Chief Executive Officer and Board member of Sonocine located in Reno, NV. From January, 2017 through the present, Mr. Dave served as Chief Executive Officer of JMC North America located in Reno, NV. He holds a Bachelor of Science Degree in Operations Management from Technische Akademie in Hamburg, Germany, and a Master of Business Administration Degree in Corporate Finance, Entrepreneurship and Innovation from New York University. Except as otherwise set forth herein, Mr. Dave does not presently, and has not in the past, served as a board member or officer of any company required to file reports with the Securities and Exchange Commission.

The Company agreed to issue the Notes and Shares to the Purchasers in reliance upon the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder. The information disclosed in Items 1.01 and 2.03 is incorporated into this Item ~~3.02 in its~~ ~~entirety~~9.01

~~Item 9.01~~ Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
10.1		Form of Securities Purchase Agreement
99.1		Resignation Letter of Stephen Von Rump Dated October 30, 2018
10.2		Form of Secured Convertible Promissory Note
10.3		Form of Security 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.

	MEDITE CANCER DIAGNOSTICS, INC.
Date: October 16, 2018	By:	/s/ Stephen Von Rump
Date: October 31, 2018	By:	/s/ Elmar A. Dave
		Stephen Von Rump
		Elmar A. Dave
		Chief Executive Officer

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