Attached files
| file | filename |
|---|---|
| EX-10.5 - Noble Medical Technologies, Inc. | v207115_ex10-5.htm |
| EX-10.1 - Noble Medical Technologies, Inc. | v207115_ex10-1.htm |
| EX-10.3 - Noble Medical Technologies, Inc. | v207115_ex10-3.htm |
| EX-10.6 - Noble Medical Technologies, Inc. | v207115_ex10-6.htm |
| EX-10.4 - Noble Medical Technologies, Inc. | v207115_ex10-4.htm |
| EX-10.2 - Noble Medical Technologies, Inc. | v207115_ex10-2.htm |
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
Date of
Report (Date of earliest event reported): December 29,
2010
NOBLE
MEDICAL TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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333-150483
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20-0587718
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||
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS
Employer Identification
No.)
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4751
Wilshire Boulevard, 3rd Floor, Los Angeles, CA
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90010
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (310)
601-2500
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Not
Applicable
|
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(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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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ITEM
1.01
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ENTRY
INTO A MATERIAL DEFINITIVE
AGREEMENT
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On
December 29, 2010, Noble Medical Technologies, Inc. (the "Company") entered into
seperate Securities Purchase Agreements with Reindeer Partners LLC
and Evan Azriliant pursuant to which the Company
issued Senior Promissory Notes for $200,000 and $100,000 principal
amounts ("Notes") and 10 year common stock warrants to purchase an
aggregate of 1,000,000 shares of the Company's common stock at an
exercise price of $0.10 per share ("Warrants"). The Notes mature on
December 29, 2011 and are subject to interest at an annual rate of
10%. The Warrants vests over two years, 20% on January 1, 2011 and
80% on January 1, 2012. The vesting of the Warrants will accelerate
to 100% upon a Liquidity Event or Funding Event as defined in the
Warrants. The Securities Purchase Agreements, the Notes and the
Warrants are attached as exhibits to this report and incorporated herein by
reference.
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ITEM
3.02
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UNREGISTERED
SALES OF EQUITY SECURITIES
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On
December 29, 2010, Noble Medical Technologies, Inc. (the "Company") entered into
seperate Securities Purchase Agreements with Reindeer Partners LLC and Evan
Azriliant pursuant to which the Company issued Senior
Promissory Notes for $200,000 and $100,000 principal amounts ("Notes") and 10
year common stock warrants to purchase an aggregate of 1,000,000
shares of the Company's common stock at an exercise price of $0.10 per share
("Warrants"). The Notes mature on December 29, 2011 and are subject
to interest at an annual rate of 10%. The Warrants vests over two
years, 20% on January 1, 2011 and 80% on January 1, 2012. The vesting
of the Warrants will accelerate to 100% upon a Liquidity Event or Funding Event
as defined in the Warrants. The Securities Purchase Agreements, the
Notes and the Warrants are attached as exhibits to this report and incorporated
herein by reference. The Notes and Warrants were issued without registration
under the Securities Act of 1933, as amended, ("1933 Act") pursuant to the
exemption from registration afforded by Section 4(2) of the 1933
Act. No selling commission or placement agent fees were paid by the
Company in connection with the transaction.
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ITEM
9.01
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FINANCIAL
STATEMENT AND EXHIBITS.
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(D)
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Exhibits.
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10.1
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Purchase
Agreement, dated December 29, 2010
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10.2
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Form
of Warrant, dated December 29, 2010
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10.3
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Senior
Promissory Note, dated December 29, 2010
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10.4
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Purchase
Agreement, dated December 29, 2010
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10.5
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Form
of Warrant, dated December 29, 2010
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10.6
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Senior
Promissory Note, dated December 29,
2010
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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.
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NOBLE
MEDICAL TECHNOLOGIES, INC.
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DATED: January
4, 2011
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By:
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/s/Tatiana
Walker
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Tatiana
Walker
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Corporate
Secretary
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INDEX
TO EXHIBITS
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EXHIBIT
NO.
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DESCRIPTION
OF EXHIBIT
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10.1
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Purchase
Agreement, dated December 29, 2010
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10.2
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Form
of Warrant, dated December 29, 2010
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10.3
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Senior
Promissory Note, dated December 29, 2010
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10.4
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Purchase
Agreement, dated December 29, 2010
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10.5
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Form
of Warrant, dated December 29, 2010
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10.6
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Senior
Promissory Note, dated December 29,
2010
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