Apyx Medical Corp 8-K, filed Apr 18, 2023
Apyx Medical Corp (APYX)
8-K
2023-04-18
For: 2023-04-13
View Original
Added on
April 06, 2026
About this 8-K
Apyx Medical Corp filed this 8-K on April 18, 2023, reporting on events of April 13, 2023.
Items reported
- Item 1.01: Entered into a material agreement
- Item 9.01: Financial statements and exhibits
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
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(727 ) 384-2323
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Item 1.01 Entry into a Material Definitive Agreement.
First Amendment to Purchase and Sale Agreement, dated April 12, 2023:
As previously reported by Apyx Medical Corporation (the “Company”) in a Current Report on Form 8-K filed with the Securities and Exchange Commission on March 15, 2023, on March 14, 2023 the Company entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with VK Acquisitions VI, LLC (the “Purchaser”), for the sale of the Company’s facility located at 5115 Ulmerton Road, Clearwater, Florida, as more fully described in the Purchase Agreement (collectively, the “Property”) for a purchase price of $7,650,000.
Pursuant to the terms of the Purchase Agreement, the Purchaser initially had thirty (30) days from the date of execution to complete its satisfactory due diligence of the Property (the “Inspection Period”), during which time the Purchaser retained the right to cancel the Purchase Agreement. The initial closing of the transaction was to be held five (5) days following the expiration of the Inspection Period (the “Closing Date”).
On April 13, 2023, the Company and the Purchaser executed an amendment to the Purchase Agreement (the “Amendment”), pursuant to which the parties extended the Inspection Period to 5:00 p.m. Eastern Time on May 4, 2023 and extended the Closing Date to be held on or before May 8, 2023. Except as set forth in the Amendment, all other terms, conditions, and provisions of the Purchase Agreement, remain in full force and effect.
The foregoing is a summary of the material terms of the Amendment and is qualified entirely by reference to the full text of the Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits.
(d)
| Exhibit No. | Description | |||||||
| 10.1 | ||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |||||||
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.
| Date: April 18, 2023 | Apyx Medical Corporation | ||||||||||
| By: | /s/ Tara Semb | ||||||||||
| Tara Semb | |||||||||||
| Chief Financial Officer, Secretary and Treasurer | |||||||||||
First Amendment to Apyx – VK PSA 1 ACTIVE 686727528v2 First Amendment to Purchase and Sale Agreement (Inspection Period, Closing Extension) BY THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (INSPECTION PERIOD, CLOSING DATE) (this “First Amendment”), is made effective as of the 12th day of April 2023, by and between VK ACQUISTIONS VI, LLC, a Delaware limited liability company (“Purchaser”), and APYX MEDICAL CORPORATION, a Delaware corporation (“Seller”), in consideration of the premises and the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, agree as follows: 1. The Agreement. Purchaser and Seller (collectively referred to hereafter as “the parties”) are parties to that Purchase and Sale Agreement (the “Agreement”) having an effective date of March 14, 2022 and relating to the sale and purchase of the Property located at 5115 Ulmerton Road, Largo, Florida 33760, as more particularly described in the Agreement. Capitalized terms used in this First Amendment without definition shall have the meanings given to them in the Agreement. 2. Inspection Period. The first two sentences in Section 6(a) of the Agreement are deleted in their entirety and replaced with the following: “Purchaser shall have until May 4, 2023 at 5 p.m. (ET) (the “Inspection Period”) to examine all of the due diligence deliveries and to decide whether they are satisfactory to Purchaser and to make such physical, zoning, land use, environmental and other examinations, inspections and investigations of the Property or the use or operation thereof which Purchaser, in Purchaser’s sole discretion, may determine to make. The Inspection Period shall automatically end on the date when Purchaser gives a Go Forward Notice.” 3. Closing Date. The first sentence in Section 11 of the Agreement is deleted in its entirety and replaced with the following: “Subject to other provisions of this Agreement for extension, the Closing of the transaction contemplated by this Agreement (the “Closing”) shall be held on or before May 8, 2023 (the “Closing Date”) by escrow through the Escrow Agent.” 4. Further Modification. Except as modified in paragraph 2 and 3 above, all other terms, conditions and covenants of the Agreement shall remain the same and in full force and effect. 5. Counterparts and Electronic Signatures. This First Amendment may be executed in counterparts, which together shall be deemed to constitute one First Amendment. For purposes of the execution of this First Amendment, electronic signatures shall be deemed to be original signatures. [signature page follows directly below]
First Amendment to Apyx – VK PSA 2 ACTIVE 686727528v2 IN WITNESS WHEREOF, this First Amendment, will be effective as of the day and year first above written. PURCHASER VK ACQUISTIONS VI, LLC, a Delaware limited liability company By: __________________________________ Name: __________________________________ Title: __________________________________ SELLER APYX MEDICAL CORPORATION, a Delaware corporation By: __________________________________ Name: Tara Semb Title: Chief Financial Officer [End of Document]