UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
February 10, 2014
Date of Report (Date of earliest event reported)
 
TECHNOLOGIES SCAN CORP.
(Exact name of registrant as specified in its charter)

Nevada
 
333-173569
 
99-0363559
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
77, 52nd Avenue
St.-Hippolyte, Quebec, Canada
 
J8A 3L3
(Address of principal executive offices)
 
(Zip Code)

(438) 500-1309
Registrant’s telephone number, including area code

N/A
 (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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))



 
 

 

SECTION 1. REGISTRANT’S BUSINESS AND OPERATIONS

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

The Board of Directors (the "Board") of Technologies Scan Corp., a Nevada corporation (the "Company"), approved the execution of a term sheet dated as of February 10, 2014 (the "Term Sheet"), with PetVivo Inc., a a private company organized under the laws of the State of Minnesota ("PetVivo"). In accordance with the terms and provisions of the Term Sheet: (i) the Company and PetVivo shall enter into a share exchange agreement pursuant to which the shareholders of PetVivo (the "PetVivo Shareholders") shall tender all of the issued and outstanding shares of common stock of PetVivo to the Company in exchange for the issuance by the Company of its shares of restricted common stock to the PetvVivo Shareholders representing an equity interest of 94% of the then total issued and outstanding shares of common stock of the Company; (ii) the Company shall satisfy all outstanding debts of the Company within sixty days after closing; and (iii) PetVivo shall be responsible for providing all licensing and option agreements that are currently in existence and effective with Gel-Del and any other entities.
 
PetVivo is an emerging biomedical device company focused on the licensing and commercialization of innovating medical devise for pets or pet therapeutics. PetVivo believes that it can leverage the investments in the human biomaterials and medical device industries to commercialize therapeutics for pets. Their strategy is to in-license proprietary products from human medical device companies specifically for use in pets.
 
A key component is the accelerated timeline to revenues for veterinary medical devices, which enter the market much earlier than the more stringently regulated pharmaceuticals. PetVivo has secured exclusive rights to its first product, an osteoarthritis medical device, which has been shown to be both safe and efficacious. PetVivo believes the administration of their initial therapeutic devices exceeds the benefits of those found in current remedies. Therefore, the commercialization of PetVivo's initial therapeutic devices will provide veterinarians and pet owners safe, effective and long-lasting treatment options to improve the pet's quality of life.
 
Both the Company and PetVivo need to complete their respective due diligence. In the event both parties are satisfied with its due diligence, the Company and PetVivo shall execute a definitive share exchange agreement and any other documentation as required.
 
 
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SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS
 
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
 
(a) Financial Statements of Business Acquired.
 
Not applicable.
 
(b) Pro forma Financial Information .
 
Not applicable.
 
(c) Shell Company Transaction.
 
Not applicable.
 
(d) Exhibits.
 
Exhibit No.
 
Description
     
10.1
 
Term Sheet dated February 10, 2014 between Technologies Scan Corp. and PetVivo Inc.

 
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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.
 
  TECHNOLOGIES SCAN CORP.  
       
DATE: February 13, 2014
By:
/s/ Ghislaine St-Hilaire  
  Name:  Ghislaine St-Hilaire  
  Title:  President  
       
 
 
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EXHIBIT 10.1
 
Term Sheet Summary
PetVivo /Technologies Scan Corp.
 
February 10, 2014
 
This binding Term Sheet (“Term Sheet”) sets forth a summary of certain proposed terms for a merger of Petvivo, Inc. into the public entity, Technologies Scan Corp (TENP.QB). Following the execution and delivery of this Term Sheet by all parties, the parties intend to negotiate in good faith and enter into a formal merger agreement executed by the Parties on or before February 14, 2014. The merger is to be based in part on the terms set forth herein.

Item
Description
1.   Overview
 
1.1.   Participants
PetVivo, Inc. (“PetVivo”) and Technologies Scan Corp.. (“Tech”).
1.2.   Business
Agree upon and enter into a formal agreement to merge the private entity, PetVivo, Inc., into the public entity, Technologies Scan Corp.
 
2.   Merger Terms
 
2.1.   Scope of Merger
Tech will grant the right to PetVivo to merge its privately owned entity, which is incorporated in the state of Minnesota, into Tech’s public company, which is incorporated in the state of Nevada.
 
2.2.   Stock Exchange
All stock in both entities will be exchanged relinquished by the shareholders of each entity and exchanged for stock in the remaining public entity. In exchange for PetVivo’s issued stock in their privately owned entity, the remaining public entity will issue an amount of stock equal to Ninety-Four percent (94%) of the total issued stock at the time of merger. Furthermore, in exchange for Tech’s issued stock in their publicly owned entity, the remaining public entity will issue an amount of stock equal to Six percent (6%) of the total issued stock at the time of merger.
 
2.3.   Existing Tech Debt
Prior to completion of the closing of the Merger between Tech and PetVivo, Tech shall satisfy all remaining debts, within 60 days after closing.
 
 
 
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Item Description
2.4.   Tech Public Filings
Tech shall complete all past due and/or outstanding public filings prior to merger, wherein all costs and expenses of such filings shall be the responsibility of Tech.
 
2.5.   Merger Documentation and Expenses
Tech shall be responsible for the preparation and submission of all legal, public filing and share conversion documentation (“Merger Documentation”) that is necessary to fully complete the merger of PetVivo into Tech. The remaining entity will be responsible for payment of all expenses associated with said Merger Documentation.
 
PetVivo, Will be responsible to provide Audited Financials, Since Inception (August 2013).
 
PetVivo will be responsible to provide all current agreements of Licensing and Option agreements that currently exist with Gel-Del and any other entities.
 
2.6.   Transaction Expenses/Details
Each party will bear its own costs, including fees of such party’s advisors, in connection with this transaction.
 
Both Tech and PetVivo agree that upon closing of said transaction. The new company and Management, (PetVivo) , will be responsible to File the Super 10K for Nasdaq Uplisting within 75 days of said Qualifications being met.
 
Both Tech and PetVivo, also agree that, there will not be any Reverse Split of the common stock without a sound written Funding Commitment, in order to meet said Nasdaq Qualifications.
 
2.7.   Finder’s Fees
Tech shall be responsible for all finder’s fees associated with introduction and Merger.
 

PETVIVO, INC.    TECHNOLOGIES SCAN CORP.  
       
By: 
 
  By:
 
 
 
 
   
 
 
Print Name:     Print Name:    
           
Title:     Title:
 
 
 
 
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