Annual report pursuant to Section 13 and 15(d)

Note 4 - PF Medical

v3.6.0.2
Note 4 - PF Medical
12 Months Ended
Dec. 31, 2016
Notes to Financial Statements  
Perma-Fix Medical S.A. [Text Block]
NOTE4
PF MEDICAL
 
On
July
24,
2015,
PF Medical, the Company’s majority-owned Polish subsidiary, and Digirad Corporation, a Delaware corporation (“Digirad”), Nasdaq: DRAD, entered into a multi-year Tc-
99m
Supplier Agreement (the “Supplier Agreement”) and a Series F Stock Subscription Agreement (the “Subscription Agreement”), (together, the “Digirad Agreements”). The Supplier Agreement became effective upon the completion of the Subscription Agreement. Pursuant to the terms of the Digirad Agreements,
Digirad purchased, in a private placement,
71,429
shares of PF Medical’s restricted Series F Stock for an aggregate purchase price of
$1,000,000,
which was received on
July
24,
2015.
Legal expenses incurred for this offering totaled approximately
$29,000.
The
71,429
share investment made by Digirad constituted approximately
5.4%
of the outstanding common shares of PF Medical. As a result of this transaction, the Company’s ownership interest in PF Medical diluted from approximately
64.0%
to
60.5%.
The Supplier Agreement provides, among other things, that upon PF Medical’s commercialization of certain
Tc99m
generators, Digirad will purchase agreed upon quantities of Tc-
99m
for its nuclear imaging operations either directly or in conjunction with its preferred nuclear pharmacy supplier and PF Medical will supply Digirad, or its preferred nuclear pharmacy supplier, with Tc-
99m
at a preferred pricing, subject to certain conditions.
 
On
October
11,
2016,
the Company and its Medical Segment entered into a letter of intent (“LOI”) with a private investor, subject to certain closing and other conditions, including, but not limited to, the execution of a definitive agreement, for the purchase of
$10,000,000
of Preferred Shares in PFM Corporation at a price of
$8.00
per share. The termination date of the LOI has since expired but the parties continue to negotiate definitive agreements with the following proposed terms, among other things,
$5,000,000
to be invested by the investor at the initial closing and
$5,000,000
to be invested at the
second
closing which is to occur within
120
days after the initial closing. Upon the initial closing,
one
half of the Preferred Shares will be issued to the investor and the remaining half of the Preferred Shares will be issued to the investor at the
second
closing. The Preferred Shares of PFM Corporation to be issued to the investor would be voting securities and, after completion of both closings, the investor will own approximately
48.6%
of PFM Corporation’s issued and outstanding voting securities and Perma-Fix Medical S.A. will own the balance of PFM Corporation’s voting securities. At each closing, subject to certain terms and conditions, the investor would also receive a
48
-month warrant to purchase up to
468,750
shares of PFM Corporation’s common stock at an exercise price of
$9.00
for each share. In addition, at the initial closing, the Company would receive a
48
month warrant, subject to certain terms and conditions, to purchase up to
183,606
shares of PFM Corporation’s common stock at an exercise price of
$14.00
per share. Further, the Company would be repaid
$500,000
of the amounts owed to it by the Medical Segment within
30
days after the initial closing and the remaining balance (which stands at approximately
$1,962,000
at
December
31,
2016)
within
120
days after the initial closing.