Quarterly report pursuant to Section 13 or 15(d)

Note 7 - CEE Opportunity Partners Poland S.A (n/k/a Perma-Fix Medical S.A.)

Note 7 - CEE Opportunity Partners Poland S.A (n/k/a Perma-Fix Medical S.A.)
9 Months Ended
Sep. 30, 2014
Business Combinations [Abstract]  
Business Combination Disclosure [Text Block]


CEE Opportunity Partners Poland S.A (n/k/a Perma-Fix Medical S.A.)

On April 4, 2014, the Company completed the acquisition of 80% of a Polish Company, CEE Opportunity Partners Poland S.A. (“the Polish shell”), a publicly traded shell company on the NewConnect (alternative share market run by the Warsaw Stock Exchange) in Poland, for $1.00 (U.S.) and sold to the Polish shell all of the shares of Perma-Fix Medical Corporation, a Delaware corporation (“PF Medical”) organized by the Company. PF Medical’s only asset was a worldwide license granted by the Company to use, develop and market the new process and technology developed by the Company in the production of Technetium-99 (Tc-99m) for medical diagnostic applications. Since the acquired shell company does not meet the definition of a business under Accounting Standards Codification (“ASC”) 805, “Business Combinations”, the transaction was accounted for as a capital transaction. The Company renamed the Polish shell to Perma-Fix Medical S.A (“PF Medical S.A.”). The primary purpose of PF Medical S.A. is to provide a financing vehicle for the development and marketing of its medical isotope (Tc-99m) technology used in medical diagnostic testing for potential use throughout the world.

During August, 2014, PF Medical S.A. executed stock subscription agreements totaling approximately $2,550,000 for its Series E Common Stock to non-U.S. persons in an offshore private placement under Regulation S promulgated under the Securities Act of 1933, as amended (“Securities Act”). The closing of this transaction is subject to approvals by the Polish court and compliance with certain other legal requirements under Polish law. In connection with this transaction, as of September 30, 2014, PF Medical S.A. has received approximately $1,247,000 for 125,159 shares (before deduction for commissions and legal expenses relating to this offering), which is being held in an escrow account until the appropriate approvals are obtained and certain legal compliance requirements under Polish securities law are completed. The Company expects that the approvals and necessary requirements will be obtained and completed during November 2014. The Company has recorded the amount held in escrow as restricted cash on the Consolidated Balance Sheet. PF Medical S.A. expects to receive another approximately $553,000 for 56,680 shares related to this transaction by January 2015. PF Medical S.A. further expects to receive the remaining approximately $750,000, prior to any commission, on or prior to August 17, 2015, for payment of the remaining 68,161 of such shares. The unpaid shares as of September 30, 2014 in this transaction were accounted for as subscription receivables and are offset against non-controlling interest. If PF Medical S.A. is not paid for the 68,161 shares on or prior to August 17, 2015, PF Medical S.A. has the option to have the purchaser of such shares transfer all of its rights, title and interest in such shares to PF Medical S.A. or for PF Medical S.A. be paid for the 68,161 shares with shares in another publicly traded company. Assuming PF Medical S.A. is paid for all of the shares sold in the offshore private placement, the Company will own approximately 64% of the outstanding shares of PF Medical S.A. If PF Medical S.A. is not paid for the 68,161 shares as provided above and such shares are transferred back to PF Medical S.A., then, in such event, the Company will own approximately 68% of the outstanding shares of PF Medical S.A. This is neither an offer to sell nor a solicitation of an offer to buy PF Medical S.A.’s E Common Stock or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. PF Medical S.A.’s E Common Stock is not registered under the Securities Act or any state securities laws and may not be offered or sold in the U.S. absent registration or applicable exemption from registration from the registration requirements under the Securities Act and applicable state securities laws. As a result, the share certificate or purchase confirmation issued in connection with such private placement of PF Medical S.A.’s E Common Stock will be required to bear a legend describing the restrictions of transferring such to U.S. persons and prohibiting hedging transactions in such shares unless in compliance with the Securities Act.