VirtualScopics, Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2016-05-12: Form 8-K; Period of report 2016-05-11; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 1.02.
- 2016-03-29: Form 8-K; Period of report 2016-03-29; Description 7.01 Regulation FD Disclosure; Details 7.01.
- 2016-03-25: Form 8-K; Period of report 2016-03-25; Description 1.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure; Details 1.01.
- 2016-01-22: Form 8-K; Period of report 2016-01-15; Description 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2016-05-12 | 8-K | 2016-05-11 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.02 In connection with the Merger, VirtualScopics terminated the Loan and Security Agreement, dated as of August 7, 2015, by and among VirtualScopics and Silicon Valley Bank (the “Loan Agreement”). 2.01 The information set forth under the Introduction is incorporated into this Item 2.01 by reference. 3.01 In connection with the consummation of the Merger, VirtualScopics requested that the NASDAQ Stock Market (the “NASDAQ”) suspend trading of the Common Shares immediately prior to market open on May 11, 2016, remove the Common Shares from listing on the NASDAQ, and file a notification of removal from listing on Form 25 with the SEC with respect to the delisting of the Common Shares and the deregistration of the Common Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 3.03 Upon the Effective Time, holders of VirtualScopics Shares immediately prior to the Effective Time ceased to have any rights as stockholders of VirutalScopics (other than their right to receive the applicable Merger Consideration). 5.01 The information set forth under the Introduction is incorporated into this Item 5.01 by reference. 5.02 At the Effective Time, Eric Converse, Robert G. Klimasewski, Bruce L. Lev, Charles E. Phelps, Terence A. Walts, Michael Woehler, and Andrew Levitch ceased serving as directors of VirtualScopics. 5.03 From and after the Effective Time, the certificate of incorporation and bylaws of VirtualScopics in effect immediately prior to the Effective Time were amended and restated in their entirety to read as the certificate of incorporation and bylaws of Merger Sub (except for (i) the name of the corporation, which was revised to “VirtualScopics, Inc.,” and (ii) the name of the incorporator, which was deleted). | d165136d8k.htm |
| 2016-03-29 | 8-K | 2016-03-29 | 7.01 Regulation FD Disclosure | 7.01 On March 29, 2016, VirtualScopics, Inc. (the “Company”) issued a press release announcing that it will not hold its conference call, or provide its webcast, previously scheduled for Wednesday, March 30, 2016 at 8:30 a.m. | v435541_8k.htm |
| 2016-03-25 | 8-K | 2016-03-25 | 1.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure | 1.01 On March 25, 2016, VirtualScopics, Inc. (the “Company” or “VirtualScopics”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with BioTelemetry, Inc. (“BioTelemetry”) and Biotelemetry Research Acquisition Corporation, a wholly-owned subsidiary of BioTelemetry (“Merger Sub”), pursuant to which Merger Sub will, on the terms and subject to the conditions set forth therein, conduct a tender offer for all of the Company’s outstanding shares of the Company’s common stock (the “Common Stock”) at a purchase price of $4.05 per share in cash (the “Common Stock Offer”). 5.03 On March 25, 2016, the Company’s Board of Directors approved an amendment to the Company’s Amended and Restated By-Laws (the “By-Laws”), which amendments became effective immediately upon their approval by the Board of Directors. 7.01 On March 25, 2016, BioTelemetry and the Company issued a joint press release announcing the execution of the Merger Agreement described above. | v435383_8k.htm |
| 2016-01-22 | 8-K | 2016-01-15 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On January 22, 2016, the Company issued a press release announcing the Amendment. | v429470_8k.htm |