Attached files
file | filename |
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EX-10.2 - EX-10.2 - Vicor Technologies, Inc. | y04053exv10w2.htm |
EX-10.1 - EX-10.1 - Vicor Technologies, Inc. | y04053exv10w1.htm |
EX-10.3 - EX-10.3 - Vicor Technologies, Inc. | y04053exv10w3.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
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 8, 2010
VICOR TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware | 000-51475 | 20-2903491 | ||
(State or other jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
2300 Corporate Blvd., N.W., Suite 123 | ||
Boca Raton, Florida | 33431 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (561) 995-7313
NONE
(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:
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 3.01. Sale of Unregistered Securities
Vicor Technologies, Inc. (the Company) closed the sale of $2,717,000 in convertible notes
(Notes) and warrants (Warrants) to purchase an aggregate of 6,037,776 shares of the Companys
common stock on October 8, 2010. The Company engaged Perrin Holden & Davenport Capital Corp.
(PHD) to act as its placement agent for the offering. The due date for the notes is September 30,
2012. The notes bear interest at 10% per annum and are convertible into shares of the Companys
common stock on the terms described in the Notes. The warrants are exercisable at $0.80 per share
for 4 years after the issue date. As of October 8, 2010, the Company had 46,293,681 shares of its
common stock issued and outstanding.
The net proceeds from the offering, following payment of offering-related expenses, will be
utilized by the Company to execute its business plan and for working capital. PHD, the placement
agent, earned commissions equal to 10% of the gross proceeds raised in the offering, 1%
non-accountable expenses, as well as 443,397 shares (PHD Shares) of the Companys common stock,
which will be issued to PHD and certain designated affiliates and assignees of PHD. The Companys
officers and directors agreed to lock-up their shares as part of the transaction.
The Notes, Warrants, common stock issuable upon exercise of the Notes and the Warrants and the
PHD Shares have not been registered under the Securities Act of 1933, as amended (the Securities
Act) and were and sold in reliance upon the exemption from registrations contained in Section
4(2), 4(6) and Regulation D promulgated thereunder. All of the investors were accredited
investors and had access to comprehensive information about the Company and represented their
intention to acquire the securities for investment only and not with a view to distribute or sell
the securities. The Company placed legends on the certificates stating that the securities were not
registered under the Securities Act and set forth the restrictions on their transferability and
sale.
Copies of the definitive agreements relating to the issuance and sale of the Notes and the
Warrants are filed herewith as Exhibit 10.1 the form of subscription agreement (Subscription
Agreement), Exhibit 10.2 the form of convertible note agreement and Exhibit 10.3 the form
of warrant agreement and are incorporated herein by reference. The foregoing summary descriptions
of the definitive agreements are qualified in their entirety by reference to the full texts of each
of such exhibits.
The Subscription Agreement is attached to provide investors with information regarding its
terms and is not intended to provide investors with factual information about the current state of
affairs of the Company or its subsidiaries or to modify or supplement any factual disclosures about
the Company or its subsidiaries in the public reports filed by the Company with the SEC. The
Subscription Agreement contains representations and warranties that: (i) speak only as to the
specified dates on which they were made, and may be modified or qualified by confidential
disclosure schedules, (ii) have been negotiated with the principal purpose of establishing the
circumstances in which a party may have the right not to close the transaction if the
representations and warranties of the other party prove to be untrue due to a change in
circumstance or otherwise, and (iii) may be subject to a different materiality standard than the
standard that is applicable to disclosures to investors. Moreover, information concerning the
subject matter of the representations and warranties and other statements made in the
Subscription Agreement may have changed since the date of the Subscription Agreement, and will
likely change in the future. Accordingly, investors should not rely upon representations and
warranties and other statements in the Subscription Agreement as factual characterizations of the
actual state of affairs of the Company or its subsidiaries. Investors should instead look to
disclosures contained in the Companys reports under the Securities Exchange Act of 1934, as
amended.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit | ||
No. | Description | |
10.1
|
Form of Subscription Agreement dated October 8, 2010 between Vicor Technologies, Inc. and each investor | |
10.2
|
Form of Convertible Note dated October 8, 2010 between Vicor Technologies, Inc. and each investor | |
10.3
|
Form of Warrant Agreement dated October 8, 2010 issued by Vicor Technologies, Inc. to each investor | |
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.
VICOR TECHNOLOGIES, INC. |
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Date: October 12, 2010 | By: | /s/ David H. Fater | ||
David H. Fater | ||||
President and Chief Executive and Financial Officer |
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