SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 4, 2016
MEDICAL ALARM CONCEPTS HOLDING, INC.
(Exact name of registrant as specified in its
|(State or other jurisdiction
||(Commission File Number)
W. Church Road, Suite B
of Prussia, PA 19406
(Address of principal executive offices and
Registrant’s telephone number, including
area code: (877) 639-2929
(Former name or former address, if changed since
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 1.01 Entry into a Material Definitive Agreement.
On March 3, 2016 (the
“Closing Date”), Medical Alarm Concepts Holding, Inc. (the “Company”) closed its sale of $625,000 worth
of units (the “Units”), pursuant to separate subscription agreements (the “Subscription Agreements”) with
two accredited investors (the “Investors”) entered into on March 1, 2016 and March 3, 2016, respectively, at a purchase
price of $25,000 per Unit. Each Unit consists of (i) $25, 000 face amount of 10% original issue discount unsecured convertible
notes (the “Notes”), convertible into shares (as converted, the “Note Conversion Shares”) of the Company’s
common stock, par value $0.0001 per share (the “Common Stock”) at a conversion price equal to $0.01 and (ii) one warrant
(the “Warrant”) to purchase 277,778 shares (the “Preferred C Shares”) of Series C Convertible Preferred
Stock, par value $0.0001 per preferred share, at an exercise price of $0.09 per share (such sale and issuance, the “Private
Any portion of the outstanding
and unpaid conversion amount of the Notes is convertible, at any time, following the date the Notes are issued, into fully paid
and nonassessable shares of Common Stock at a conversion price of $0.01 per share.
The Warrants are exercisable,
at any time, following the date the Warrants were issued, at a price of $0.09 per share, subject to adjustment, and expire three
years from the date of issuance.
The Preferred C Shares
are convertible into shares of the Company’s Common Stock in an amount equal to ten shares of Common Stock for each one share
of Preferred C stock surrendered. The stated value of each Preferred C Share is one-ten thousandth ($0.0001) of one cent and the
initial conversion price is $0.01 per share, each subject to adjustment for stock splits, stock dividends, recapitalizations, combinations,
subdivisions or other similar events.
The Company is prohibited
from effecting a conversion of the Preferred C Shares to the extent that, as a result of such conversion, such Investor would beneficially
own more than 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares
of Common Stock upon conversion of the Preferred C Shares, which beneficial ownership limitation may be increased by the holder
up to, but not exceeding, 9.99%.
Pursuant to the
Certificate of Designations, Preferences and Rights of the Series C Convertible Preferred Stock (the “Series C Certificate
of Designations”), the holders of shares of Series C Preferred Stock shall vote together with the holders of Common Stock
on all matters and shall not vote as a separate class. From February 26, 2016 through February 25, 2017, a holder of shares of
Series C Preferred Stock shall be entitled to that number of votes, on a pro rata basis with all other holders of Series C Preferred
Stock, equal to that number of common shares which is not less than 51% of the vote required to approve any action, which Nevada
law provides may or must be approved by vote or consent of the holders of other series of voting preferred shares and the holders
of common shares or the holders of other securities entitled to vote. Following February 28, 2017, each holder of Series C Preferred
Stock shall be entitled to vote on all matters submitted to shareholders of the Corporation and shall be entitled to ten votes
for each share of Series C Preferred Stock owned on the record date for the determination of shareholders entitled to vote on such
matter or, if no such record date is established, on the date such vote is taken or any written consent of shareholders is solicited.
The offering was made
pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities
Act”). On the Closing Date the Company entered into separate registration rights agreements (the “Registration
Rights Agreements”) with each of the Investors, pursuant to which the Company will undertake to file a registration statement
to register the Common Stock issued as part of the Units and the Common Stock issuable upon the conversion of the Preferred C Shares,
within thirty days following the Closing Date, to cause such registration statement to be declared effective by the Securities
and Exchange Commission within ninety-days of the filing day and to maintain the effectiveness of the registration statement until
all of such shares of Common Stock have been sold or are otherwise able to be sold pursuant to Rule 144. In the event
the Company fails to file, or obtain effectiveness of, such registration statement with the given period of time, the Company will
be obligated to pay liquidated damages to the Investors for every thirty days during which such filing is not made and/or effectiveness
obtained, such fee being subject to certain exceptions.
The foregoing descriptions
of the Notes, the Warrants, the Preferred C Shares, the Subscription Agreements and the Registration Rights Agreements are not
complete and are qualified in their entireties by reference to the full text of the Series C Certificate of Designations, the Form
of the convertible Notes, the Form of the purchase Warrants, the Form of Subscription Agreements and the Form of Registration Rights
Agreements copies of which are filed as Exhibit 3.1, Exhibit 4.1, Exhibit 4.2, Exhibit 4.3, Exhibit 4.4, respectively, to this
report and are incorporated by reference herein.
Item 3.02 Unregistered Sales of Equity Securities
On March 3, 2016, the Company
completed the closing of the Private Placement and issued the Units, each consisting of a total of one $25,000 Note and one Warrant
to purchase Preferred C Shares, in exchange for aggregate gross proceeds of $612,500. The details of this transaction are described
in Item 1.01, which is incorporated by reference, in its entirety, into this Item 3.02.
The Units, the Notes, the
Warrants and the Preferred C Shares have not been registered under the Securities Act, or the securities laws of any state, and
were offered and issued in reliance on the exemption from registration under the Securities Act, afforded by Section 4(a)(2).
Item 5.03 Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
On February 29, 2016 the
Company filed the Series C Certificate of Designations with the Nevada Secretary of State. Reference is made to the disclosure
set forth under Item 1.01 above, which is incorporated by reference, in its entirety, into this Item 5.03.
Item 9.01 Financial Statements and Exhibits.
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.
||Medical Alarm Concepts Holding, Inc.|
|Dated: March 4, 2016
||/s/ Ronnie Adams|
||Chief Executive Officer |
||Certificate of Designations, Preferences and Rights of the Series C Convertible Preferred Stock of Medical Alarm Concepts Holding, Inc.|
||Form of Convertible Notes|
||Form of Purchase Warrants|
||Form of Subscription Agreements|
||Form of Registration Rights Agreements|