Item
1.01 Entry into a Material Definitive Agreement.
On
March 15, 2019, Wound Management Technologies, Inc., a Texas
corporation doing business as WNDM Medical Inc.
(“WNDM”), executed and closed an agreement with CGI
Cellerate RX, LLC, an affiliate of The Catalyst Group, Inc. (CGI)
of Houston, Texas, for WNDM to acquire the remaining 50% equity
interest in Cellerate, LLC not then owned by WNDM. Prior to this
agreement, WNDM and CGI Cellerate RX, LLC each owned a 50% equity
interest in Cellerate, LLC and shared equally in profits and losses
and management of the company. After closing the acquisition, WNDM
now owns 100% of Cellerate, LLC, and as a wholly owned subsidiary
will report its financial results on a consolidated basis beginning
March 15, 2019. WMDM acquired the remaining 50% equity interest in
Cellerate, LLC in exchange for the issuance to CGI Cellerate RX,
LLC of 1,136,815 shares of WNDM’s Series F Convertible
Preferred Stock (the “Series F Preferred
Stock”).
The
1,136,815 shares of Series F Preferred Stock are the only
outstanding shares of preferred stock of WNDM. The Series F
Preferred Stock was established on March 13, 2019, consisting of
1,200,000 shares. Each share of Series F Preferred Stock may be
converted at any time at the option of the holder into 200 shares
of common stock. Each holder of Series F Preferred Stock is
entitled to vote on all matters submitted for a vote of
WNDM’s shareholders with the number of votes equal to the
number of shares of common stock into which the Series F Preferred
Stock could then be converted. The holders of the Series F
Preferred Stock and common stock vote together on all matters. The
Series F Preferred Stock is senior to WNDM’s common stock as
to the payment of dividends (if any) and the distribution of assets
upon liquidation and winding up. Upon liquidation of WNDM, holders
of Series F Preferred Stock are entitled to a liquidation
preference of $5 per share.
The
definitive agreements related to this transaction are attached as
exhibits to this filing.