SECURITIES AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the Securities Exchange Act of 1934
of report (date of earliest event reported): December 26, 2017 (December 19, 2017)
(Exact Name of Registrant as Specified in its Charter)
File No.: 000-55680
Employer Identification No.)|
Hamelacha Street, Park Afek, Rosh Ha’ain, Israel
of Registrant’s Office)
Telephone Number, including area code: (973) 370-3768
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):
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
3.02 Unregistered Sales of Equity Securities.
November 20, 2017, TechCare Corp. (the “Registrant”) entered into a subscription agreement (the “Geliko
Subscription Agreement”) with Geliko LLC Defined Benefit Plan (“Geliko”). Under the Geliko Subscription
Agreement, the Registrant issued and sold to Geliko 223,214 shares of common stock of the Registrant, par value $0.0001 each (the
“Shares”), at a price per share of $0.224, for an aggregate consideration for $50,000.
December 19, 2017, the Registrant entered into a subscription agreement (the “Nacht Subscription Agreement”)
with Mr. Marius Nacht (“Nacht”). Under the Nacht Subscription Agreement, the Registrant issued and sold to
Nacht 1,785,714 Shares, at a price per share of $0.224, for an aggregate consideration for $400,000.
Shares issued pursuant to the aforementioned subscription agreements have been offered pursuant to Regulation
D or Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”), and therefore
will be restricted securities and may be offered and resold only in transactions that are exempt from registration under the Securities
Act and other applicable securities laws. Mr. Marius Nacht is not a “U.S. Person,” as such term is defined under Rule
902 of Regulation S.
The above-referenced restricted shares represent in
the aggregate 7.78% of the issued and outstanding stock capital of the Registrant immediately after the issuance.
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.
December 26, 2017