Attached files
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): February 14, 2017 (February 9,
2017)
(Exact Name of
Registrant as Specified in Charter)
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Nevada
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001-36763
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46-3312262
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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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3279 Hardee
Avenue
Atlanta, Georgia
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30341
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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: (844)
633-6839
Copies
to:
Harvey Kesner,
Esq.
Arthur S. Marcus,
Esq.
Sichenzia
Ross Ference Kesner LLP
61 Broadway,
32nd Floor
New York, New
York 10006
(212)
930-9700
(212) 930-9725
(fax)
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:
□
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 February 9,
2017, MedoveX Corporation (the “Company”) entered into a
Unit Purchase Agreement (the “Unit Purchase Agreement”)
with selected accredited investors (each an “Investor” and
collectively, the “Investors”). Pursuant to
the terms of the Unit Purchase Agreement, the Company had the right
to sell in a private placement (the
“Offering”) a minimum of $3,000,000 and up to a maximum
of $5,000,000 of units (each a “Unit” and collectively,
the “Units”). Each
Unit had a purchase price of $100,000 and consists of (i) 96,154
shares of the Company’s common stock, par value $0.001 per
share (the “Common
Stock”), at a purchase price of $1.04 per share, and
(ii) a warrant to purchase 48,077 shares of Common
Stock (each, a “Warrant” and together
with the Units, the Common Stock and the Common Stock issuable upon
exercise of the Warrants (the “Warrant Shares”)). Each
Warrant has an initial exercise price of $1.50 per share, subject
to adjustment (the “Exercise Price”), and is
initially exercisable for a period of five (5) years from the date
of issuance.
At the closing, the
Company issued to the Investors 3,071,634 shares of Common Stock,
9,399 shares of Series A Preferred Stock and warrants to purchase
2,005,769 shares of Common Stock and received gross proceeds of
$3,022,000 and converted an additional $1,150,000 of debt into
Units on the same terms as the other investors, except that it was
on a commission free basis. In connection with the
closing of the Offering, the Company paid Laidlaw & Company
(UK) Ltd. (the “Placement Agent”) a cash fee of
$349,940 and issued them five year warrants to purchase up to
405,577 shares to the Placement Agent with an exercise price of
$1.50 per share.
Pursuant to the
Unit Purchase Agreement, the Company also entered into a
Registration Rights Agreement with the Investors. The Company will
be required to file by April 15, 2017 a registration statement
registering for resale all shares of Common Stock issued as part of
the Units and all of the Warrant Shares. The Unit
Purchase Agreement and the Registration Rights Agreement are
attached hereto as Exhibit 10.2 and 10.3, respectively,
and are incorporated herein by reference
As part of the
conversion and the noteholders’ agreement not to require
payment of their note as provided for in their note and in
consideration of their cancellation of 200,000 warrants to purchase
common stock, the Company issued the noteholders an aggregate of
200,000 shares of common stock.
Each of the
Investors is an “accredited investor” as such term is
defined in Rule 501 of Regulation D promulgated under the
Securities Act of 1933, as amended (the “Act”), and the securities
were sold to it in reliance on the exemption from registration
provided by Rule 506 and Section 4(2) of the Act.
Item
3.02 Unregistered Sales of Equity Securities.
See Item 1.01
above.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits
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Exhibit
Number
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Description
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10.1
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Form of Warrant to
be issued by MedoveX Corporation to each of the
Investors
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10.2
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Form of Unit
Purchase Agreement, by and between the Company and
Investors
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10.3
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Form of
Registration Rights Agreement, by and between the Company and
Investors
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10.4 |
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Certificate of
Designation for Series A Preferred Stock
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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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Date:
February 14, 2017
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MEDOVEX
CORPORATION
By: /s/
Jarrett
Gorlin
Jarrett Gorlin
Chief Executive Officer
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