Attached files
| file | filename |
|---|---|
| EX-10.2 - MATERIAL CONTRACTS - H-CYTE, INC. | ex10-2.htm |
| EX-10.1 - MATERIAL CONTRACTS - H-CYTE, INC. | ex10-1.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): July 14, 2017
(Exact
Name of Registrant as Specified in Charter)
|
Nevada
|
|
001-36763
|
|
46-3312262
|
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
|
|
|
|
|
|
|
3279
Hardee Avenue
Atlanta,
Georgia
|
|
|
|
30341 |
|
(Address of
principal executive offices)
|
|
|
|
(Zip
Code)
|
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 July
14, 2017, MedoveX Corporation (the “Company”) entered into a
Securities Purchase Agreement (the “Securities Purchase Agreement”) with
selected accredited investors (each an “Investor” and
collectively, the “Investors”). Pursuant to
the terms of the Securities Purchase Agreement, the Company sold an
aggregate of 2,956,043 shares of Common Stock and 1,478,022
Warrants to purchase Common Stock (the “Offering”). The
Offering resulted in $2,690,000 in net proceeds to the Company. The
Warrants have a five year term commencing six (6) months from
issuance and an exercise price of $1.15. The shares was sold at
$0.91 per share which was the closing price of the Company's common
stock on July 13, 2017. The Warrants are exercisable on a cashless
basis in the event that the underlying shares are not subject to an
effective registration statement. The Shares of Common Stock sold
in the Offering were registered in the Company’s effective
registration statement on Form S-3 (Reg No. 333-217411). The
foregoing description of the terms of the Securities Purchase
Agreement and Warrant is not complete and is qualified in it's
entirety by the full text of the Securities Purchase Agreement and
Warrant, which are filed as Exhibit 10.1 and 10.2 to the Current
Report on Form 8-K and are incorporated by reference
herein.
As a result of the
Offering, the Company had a Stockholders’ equity of more than
$2,500,000 as of the date of this
filing.
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 warrants
were sold to them 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, with respect to the sale of the
Warrants.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
|
Exhibit
Number
|
Description
|
|
10.1
|
Form of
Warrant issued by MedoveX Corporation to each of the
Investors
|
|
10.2
|
Form of
Securities Purchase Agreement, by and between the Company and
Investors
|
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.
|
Date:
July 14, 2017
|
MEDOVEX CORPORATION
By:
/s/ Jarrett
Gorlin
Jarrett Gorlin
Chief Executive Officer
|