Attached files
| file | filename |
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| EX-10.72 - AMENDMENT AGREEMENT - Sanomedics, Inc. | simh_ex1072.htm |
| EX-10.74 - REPLACEMENT REVOLVING NOTE B - Sanomedics, Inc. | simh_ex1074.htm |
| EX-99.1 - PRESS RELEASE - Sanomedics, Inc. | simh_ex991.htm |
| EX-10.73 - REPLACEMENT REVOLVING NOTE A - Sanomedics, Inc. | simh_ex1073.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) September 23, 2014
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Sanomedics International Holdings, Inc.
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(Exact name of registrant as specified in its charter)
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Delaware
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000-54167
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27-3320809
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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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444 Brickell Avenue, Suite 415, Miami, Florida
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33131
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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 (305) 433-7814
not applicable
(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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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 Entry Into Material Definitive Agreement.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Item 3.02 Unregistered Sales of Equity Securities.
On September 23, 2014, we executed a series of agreements with TCA Global Credit Master Fund LP (“TCA”) and Redwood Management, LLC ("Redwood") including a certain Amendment Agreement with Redwood, modifying the Loan Agreement and Promissory Note previously entered into with TCA issued on December 31, 2013 and effective on January 9, 2014 in the original face amount of $1 Million plus interest thereon (collectively the "TCA Obligations"). Simultaneously therewith, Redwood entered into a Debt Purchase Agreement with TCA related to the TCA Obligations. Pursuant to those agreements, Redwood will assume the TCA Obligations, including conversion rights of TCA transferred to Redwood. In connection therewith SIMH executed two Replacement Revolving Notes, one for $117,074.91 and a second for $1,287,824.09 (the “Notes”). The Notes are convertible at the option of Redwood into shares of our common stock.
The foregoing refinancing lifted the pending default status of the TCA Obligations and also placed their current litigation proceedings against us and certain of our officers in abeyance until the TCA Obligations are entirely paid in full.
Item 7.01 Regulation FD Disclosure.
On September 29, 2014 we issued a press release announcing the signing and closing of the Amended Agreement with Redwood, a copy of which is furnished as Exhibit 99.1 to this report.
Pursuant to General Instruction B.2 of Form 8-K, the information in this Item 7.01 of Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise be subject to the liabilities of that section, nor is it incorporated by reference into any filing of Sanomedics International Holdings, Inc. under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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99.1
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Press release
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10.72
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Amendment Agreement dated September 22, 2014 between Sanomedics International Holdings, Inc. and Redwood Management LLC
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10.73
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Replacement Revolving Note A dated September 22, 2014 to TCA Global Credit Master Fund, LP
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10.74
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Replacement Revolving Note B dated September 22, 2014 to TCA Global Credit Master Fund, LP
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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.
| Sanomedics International Holdings, Inc. | |||
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Date: September 29, 2014
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By:
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/s/ David C. Langle | |
| David C. Langle | |||
| Chief Financial Officer | |||
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