Attached files
file | filename |
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EX-4.1 - EX-4.1 - LIBERATOR MEDICAL HOLDINGS, INC. | g22454exv4w1.htm |
EX-4.2 - EX-4.2 - LIBERATOR MEDICAL HOLDINGS, INC. | g22454exv4w2.htm |
EX-10.1 - EX-10.1 - LIBERATOR MEDICAL HOLDINGS, INC. | g22454exv10w1.htm |
EX-99.1 - EX-99.1 - LIBERATOR MEDICAL HOLDINGS, INC. | g22454exv99w1.htm |
EX-10.2 - EX-10.2 - LIBERATOR MEDICAL HOLDINGS, INC. | g22454exv10w2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 9, 2010
LIBERATOR MEDICAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
NEVADA | 000-05663 | 87-0267292 | ||
(State or other jurisdiction | (Commission | (IRS Employer | ||
Of incorporation) | File Number) | Identification Number) |
2979 SE Gran Park Way, Stuart, Florida 34997
(Address of Principal Executive Offices)
(772) 287-2414
(Registrants telephone number, including area code)
(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 obligations of the registrant under any of the following provisions:
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 3.02 Unregistered Sale of Equity Securities
On March 9, 2010, Liberator Medical Holdings, Inc., a Nevada corporation (the Company), entered
into a Securities Purchase Agreement (the Purchase Agreement) pursuant to which the Company
issued and sold to a single institutional investor (the Investor) an aggregate of 4,666,667
shares of the Companys common stock, par value $.001 per share, in a private placement at a price
of $1.50 per share, resulting in aggregate gross proceeds to the Company of $7.0 million. A copy of
the form of Purchase Agreement is attached as Exhibit 4.1 to this current report and is
incorporated herein by this reference.
Pursuant to the terms of the Purchase Agreement, the Company has provided the Investor certain
demand registration rights covering the resale of all of the shares issued in the private
placement, as well piggy-back registration rights in certain circumstances. The securities were
issued in reliance upon the exemptions from registration under the Securities Act of 1933, as
amended, provided by Regulation D and Section 4(2). The securities were issued directly by the
Company and did not involve a public offering or general solicitation. The Investor in the private
placement is an Accredited Investor, as that term is defined in Rule 501 of Regulation D.
At closing of the Purchase Agreement, Mark A. Libratore, the Companys President, Chairman and
Chief Executive Officer, entered into a Stockholders Agreement with the Investor. Pursuant to the
Stockholders Agreement, Mr. Libratore agreed to vote his shares of common stock of the Company in
favor of the election of a director to be designated by the Investor. A copy of the Stockholder
Agreement is annexed as Exhibit 4.2 to this current report and is incorporated herein by this
reference.
On February 5, 2010, the Company entered into an Investment Banking Agreement (the Investment
Banking Agreement) with Littlebanc Advisors LLC, securities through Wilmington Capital Securities,
LLC (the Placement Agent), pursuant to which the Company engaged the Placement Agent to act as
its agent. As compensation for the Placement Agents services, the Placement Agent received an
aggregate of $350,000 in commissions and a five-year warrant to purchase 233,333 shares of the
Companys common stock at an exercise price of $2.50 per share. A copy of the Investment Banking
Agreement is attached as Exhibit 10.1 to this current report and is incorporated herein by this
reference. In July 2009 the Company entered into a Research and Consulting Agreement with
Littlebanc Advisors LLC, for consulting services. A copy of the Research and Consulting Agreement
is attached hereto as Exhibit 10.2.
A copy of the press release issued in connection with the private placement is attached as
Exhibit 99.1 to this Current Report is incorporated herein by reference.
The description of the private placement in this Current Report does not purport to be complete and
is qualified in its entirety by reference to the Purchase Agreement filed as Exhibit 4.1 to this
Current Report and the Stockholders Agreement filed as Exhibit 4.2 to this Current Report
(collectively, the Transaction Documents). The Transaction Documents have been included to
provide investors and security holders with information regarding their terms. They are not
intended to provide any other factual information about the Company. The Transaction Documents
contain certain representations, warranties and indemnifications resulting from any breach of such
representations and warranties. Investors and security holders should not rely on the
representations or warranties as characterizations of the actual state of facts because they were
made only as of the respective dates of the Transaction Documents. In addition, information
concerning the subject matter of the representations and warranties may change after the respective
dates of the Transaction Documents, and such subsequent information may not be fully reflected in
the Companys public disclosures.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. | Description | |
4.1
|
Securities Purchase Agreement by and between Liberator Medical Holdings, Inc., and Kinderhook Partners, Inc., dated March 9, 2010 | |
4.2
|
Stockholders Agreement by and between Mark A. Libratore and Kinderhook Partners, L.P., dated March 9, 2010 | |
10.1
|
Investment Banking Agreement by and among Liberator Medical Holdings, Inc., Littlebanc Advisors LLC, and Wilmington Securities, LLC, dated February 5, 2010 | |
10.2
|
Research and Consulting Agreement by and between Liberator Medical Holdings, Inc., and Littlebanc Advisors LLC, dated June 21, 2009 | |
99.1
|
Press Release issued by Liberator Medical Holdings, Inc., on March 10, 2010. |
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.
LIBERATOR MEDICAL HOLDINGS, INC. Registrant |
||||
Dated: March 11, 2010 | /s/ Mark A. Libratore | |||
Mark A. Libratore, President | ||||
EXHIBIT INDEX
4.1 | Securities Purchase Agreement by and between Liberator Medical Holdings, Inc. and Kinderhook Partners, Inc., dated March 9, 2010 | |
4.2 | Stockholders Agreement by and between Mark A. Libratore and Kinderhook Partners, L.P., dated March 9, 2010 | |
10.1 | Investment Banking Agreement by and among Liberator Medical Holdings, Inc., Littlebanc Advisors LLC, and Wilmington Securities, LLC, dated February 5, 2010 | |
10.2 | Research and Consulting Agreement by and between Liberator Medical Holdings, Inc., and Littlebanc Advisors LLC, dated June 21, 2009 | |
99.1 | Press Release issued by Liberator Medical Holdings, Inc., on March 10, 2010. |