Attached files
| file | filename |
|---|---|
| EX-4.2 - WEARABLE HEALTH SOLUTIONS, INC. | v167990_ex4-2.htm |
| EX-3.1 - WEARABLE HEALTH SOLUTIONS, INC. | v167990_ex3-1.htm |
| EX-4.1 - WEARABLE HEALTH SOLUTIONS, INC. | v167990_ex4-1.htm |
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
DATE OF
REPORT (DATE OF EARLIEST EVENT REPORTED): November 25,
2009
Medical
Alarm Concepts Holding, Inc.
(EXACT
NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
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Nevada
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333-153290
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(STATE
OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
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(COMMISSION
FILE NO.)
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(IRS
EMPLOYEE IDENTIFICATION NO.)
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5215-C
Militia Hill Road
Plymouth
Meeting, PA 19462
(ADDRESS
OF PRINCIPAL EXECUTIVE OFFICES)
(877) 639-2929
(ISSUER
TELEPHONE NUMBER)
(FORMER
NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see
General Instruction A.2. below):
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))
Item
1.01 Entry into a Material Definitive Agreement.
On
November 25, 2009 (the “Closing Date”),
Medical Alarm Concepts Holding, Inc. (hereinafter, referred to as “we” or “us”)
entered into subscription agreements for the sale of $580,000 worth of Series B
Convertible Preferred Shares as more fully described below in Item
3.02.
Item
2.03 Creation of a Direct Financing Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On
November 25, 2009, we entered into agreements that created material direct
financial obligations. The agreements are more fully described in Item 3.02
below.
Item
3.02 Unregistered Sale of Securities.
On
November 25, 2009, we entered into a subscription agreements with each of the
Purchasers (the “Subscription
Agreement”), a copy of which is attached hereto as Exhibit 4.1. Pursuant
to the Subscription Agreement, we executed and agreed to deliver to the
Purchasers shares of Series B Convertible Preferred Shares (the
“Series B Preferred
Stock”) in the aggregate principal amount of $580,000 and a per share
purchase price of $0.02 for the issuance of an aggregate of 29,000,000 shares of
Series B Preferred Stock.
The
Series B Preferred Stock has conversion rights that enable the holder of each
share of Series B Preferred Stock to convert into one share of our common stock
for each share of Series B Preferred Stock owned. Additionally, the
holders of the Series B Preferred Stock have voting rights on an as-converted
basis for all matters that require shareholder approval. Lastly, the
Series B Preferred Stock has a liquidation preference. A copy of the
Certificate of Designation for our Series B Preferred Stock is attached hereto
as Exhibit 4.2.
The
sale of the Series B Preferred Stock was issued in reliance upon the exemption
from securities registration afforded by Rule 506 of Regulation D as
promulgated by the United States Securities and Exchange Commission under the
Securities Act of 1933, as amended (the “Securities Act”) or Section 4(2)
of the Securities Act.
On
November 24, 2009, we issued shares of our common stock to certain individuals
and entities listed below pursuant to anti-dilution protection for the
management of the Company in accordance with the terms of the financing
agreement entered into on November 25, 2009.
Specifically,
we issued a total of 45,000,000 shares of common stock to certain entities as
follows:
- Allan
Polsky: 4,550,000 shares
- Paul
Green: 4,400,000 shares
-
Jennifer Loria: 5,550,000 shares
- Ronnie
Adams: 14,500,000 shares
- Howard
Teicher: 14,500,000 shares
-
Nicholas Cannone: 600,000 shares
- Two-Way
Venture: 900,000 shares
These
shares were issued in reliance on the exemption under Section 4(2) of the
Securities Act of 1933, as amended (the 'Act'). These shares of our Common Stock
qualified for exemption under Section 4(2) of the Securities Act of 1933 since
the issuance shares by us did not involve a public offering. The offering was
not a 'public offering' as defined in Section 4(2) due to the insubstantial
number of persons involved in the deal, size of the offering, manner of the
offering and number of shares offered. We did not undertake an offering in which
we sold a high number of shares to a high number of investors. In addition,
these shareholders had the necessary investment intent as required by Section
4(2) since they agreed to and received share certificates bearing a legend
stating that such shares are restricted pursuant to Rule 144 of the 1933
Securities Act. This restriction ensures that these shares would not
be immediately redistributed into the market and therefore not be part of a
'public offering.' Based on an analysis of the above factors, we have met the
requirements to qualify for exemption under Section 4(2) of the Securities Act
of 1933 for this transaction.
Item 5.03 Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year
On
October 16, 2009, the Board of Directors and shareholders adopted a resolution
to increase the number of its preferred shares that are authorized to 80,000,000
shares, par value $0.0001. A copy of the Certificate of Amendment to
the Articles of Incorporation is attached hereto as Exhibit 3.1.
On
October 19, 2009, we filed with the Secretary of State for the State of Nevada a
Certificate of Designation designating the rights of our Series B Preferred
Stock consistent with the terms discussed in Item 1.01, above. A copy
of the Certificate of Designation for our Series B Preferred Stock is attached
hereto as Exhibit 4.2.
Item 9.01. Financial
Statements and Exhibits.
(d)
Exhibits:
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3.1
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Certificate
of Amendment to Articles of Incorporation increasing the authorized
preferred shares to 80,000,000 shares, par value $0.0001
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4.1
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Subscription
Agreement dated as of November 25, 2009 among the Company and the
Purchasers Listed on the signature page thereto
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4.2
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Certificate
of Designation designating the rights of the Series B Convertible
Preferred Stock
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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MEDICAL
ALARM CONCEPTS HOLDING, INC.
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Date:
December 1, 2009
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By:
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/s/
Howard Teicher
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Howard
Teicher
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Chief
Executive Officer,
Chief
Financial Officer
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