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EX-3.1 - CERTIFICATE OF DESIGNATION - Apyx Medical Corpbvx_ex31.htm
EX-10.1 - REGISTRATION RIGHTS AGREEMENT - Apyx Medical Corpbvx_ex101.htm
EX-99.1 - PRESS RELEASE - Apyx Medical Corpbvx_ex991.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

 

March 16, 2015

Date of Report (Date of earliest event reported)

  

BOVIE MEDICAL CORPORATION

(Exact name of registrant as specified in its Charter)

 

Delaware

 

012183

 

11-2644611

(State or other jurisdiction

of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

4 Manhattanville Road, Suite 106

Purchase, New York 10577

(Address of principal executive offices) (Zip Code)

 

(914) 468-4009

Registrant's 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 obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

   

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

   

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

   

¨

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 March 17, 2015, Bovie Medical Corporation (the “Company”) closed on the transactions contemplated under the exchange agreement (the “Exchange Agreement”) entered into on March 11, 2015 with certain investors (the “Investors”) with respect to which Great Point Partners, LLC acts as investment manager. Pursuant to the terms of the Exchange Agreement, the Company issued 3,588,139 shares of the Company’s Series B Convertible Preferred Stock (the “Series B Preferred Stock”) in exchange for 3,500,000 shares of the Company’s Series A 6% Convertible Preferred Stock and warrants to purchase up to 5,250,000 shares of our common stock in the aggregate which were previously issued in conjunction with the sale of the Company’s Series A 6% Convertible Preferred Stock to the Investors in a December 13, 2013 offering, as well as accrued and unpaid preferred dividends. The Series B Preferred Stock (the “Closing”) is convertible into an aggregate of 7,176,278 shares of the Company’s common stock, upon the terms set forth in the Certificate of Designation (as defined herein).

 

In conjunction with the closing of the Exchange Agreement, the Company and the Investors executed a Registration Rights Agreement (the “Registration Rights Agreement”) whereby the Company agreed to register, on behalf of the Investors, the shares of common stock issuable upon conversion of the Series B Preferred Stock. Pursuant to the terms of the Registration Rights Agreement, the Company will file a registration statement within thirty days of the closing and is required to obtain the effectiveness of such registration statement within ninety days of its filing.

 

In connection with the transactions contemplated by the Exchange Agreement, the Special Committee of the Company’s Board of Directors engaged and independent investment banking firm to serve as financial advisor to provide professional valuation, financial and market related advice and assistance.

 

The description of the Exchange Agreement, Series B Preferred Stock and Registration Rights Agreement described in this Item 1.01 is a summary of the material terms and does not purport to be complete and is qualified in its entirety by reference to the Registration Rights Agreement, Exchange Agreement and Certificate of Designation of the Series B Convertible Preferred Stock filed as Exhibits 10.1, 10.2 and 3.1 respectively to this Current Report on Form 8-K.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

The information provided in response to Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

 

The Investors in the Offering were “accredited investors” as defined in Rule 501 of Regulation D promulgated under Securities Act of 1933, as amended (the “Securities Act”). The Offering was made in reliance on the exemption from registration afforded under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D under the Securities Act.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change of Fiscal Year.

 

The information contained in Item 1.01 above of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

 

On March 16, 2015, the Company filed a Certificate to Set Forth Designations, Voting Powers, Preferences, Limitations, Restrictions, and Relative Rights (the Certificate of Designations”) of its Series B Convertible Preferred Stock with the Secretary of State of the State of Delaware to amend our articles of incorporation. The Certificate of Designations sets forth the rights, preferences and privileges of the Series B Preferred Stock. As provided in our articles of incorporation, the filing of the Certificate of Designations will be approved by our Board of Directors. The following is a summary of the rights, privileges and preferences of the Series B Preferred Stock:

 

 
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Number of Shares. The number of shares of Preferred Stock designated as Series B Preferred Stock are 3,588,139.

 

Conversion: The Series B Preferred Stock are convertible at the option of the holder, into common stock at a conversion ratio of one (1) share of Series B Preferred to two (2) shares of Common Stock, subject to adjustments for stock dividends, splits, combinations and similar events as described in the form of Certificate of Designations.

 

Dividends: The Series B Preferred Stock is not entitled to receive any special dividend.

 

Voting Rights: Except as described in the Certificate of Designations, holders of the Series B Preferred Stock will vote together with holders of the Company common stock on all matters, on an as-converted to common stock basis, and not as a separate class or series (subject to limited exceptions).

 

THE FOREGOING SUMMARY OF THE RIGHTS, PRIVILEGES AND PREFERENCES OF THE SERIES A PREFERRED STOCK IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE CERTIFICATE OF DESIGNATIONS FOR THE SERIES B PREFERRED STOCK WHICH IS FILED AS EXHIBIT 3.1 TO THIS CURRENT REPORT ON FORM 8-K.

 

Item 8.01 Other Items.

 

On March 17, 2015, the Company closed its previously-announced underwritten public offering of 4,800,000 shares of common stock, par value $0.001 per share (which amount does not include the full exercise of the underwriter’s option to purchase 720,000 shares to cover overallotments), at a price to the public of $2.50 per share, resulting in net proceeds of approximately $10.6 million, after deducting underwriting discounts and commissions and estimated offering expenses. The Company intends to use the proceeds from the offering for operating costs, capital expenditures and for general corporate purposes, including working capital. Craig-Hallum Capital Group LLC acted as the sole managing underwriter for the offering.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)

 

Exhibit No.

 

Description

3.1

 

Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock of Bovie Medical Corporation dated March 16, 2015

10.1

 

Registration Rights Agreement dated March 17, 2015

10.2

 

Exchange Agreement (Incorporated by reference to Exhibit 10.1 to the Registrant’s report on Form 8-K filed March 11, 2015)

99.1

 

Press Release dated March 17, 2015

 

 
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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.

 

 

BOVIE MEDICAL CORPORATION

 

     
Date: March 17, 2015 By:

/s/ Robert L. Gershon

 

   

 Robert L. Gershon

 

   

 Chief Executive Officer

 

 

 

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