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): January 28, 2019 (November 14, 2018)

 

  TECHCARE CORP.  

 (Exact Name of Registrant as Specified in its Charter)

 

Commission File No.: 000-55680

 

Delaware   68-0080601
(State of Incorporation)   (I.R.S. Employer Identification No.)

 

1140 Avenue of the Americas, New York, NY   10036
(Address of Registrant’s Office)   (ZIP Code)

 

Registrant’s Telephone Number, including area code: (646) 380-6645

 

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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company [  ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

 

 

   
 -2- 

 

Item 3.02 Unregistered Sales of Equity Securities.

 

On November 14, 2018, TechCare Corp, (the “Registrant”) entered into a subscription agreement (the “Subscription Agreement”) with Marius Nacht (the “Investor”). Pursuant to the terms of the Subscription Agreement, the Registrant issued and sold to the Investor 1,915,708 shares of common stock, par value $0.0001 per share (the “Shares”), for a price per Share of $0.261, for a consideration of US$500,000. In addition, the Registrant granted the Investor an option, for a period of twelve months as of November 14, 2018, to purchase 833,333 additional Shares at a price per share of $0.60 , for an additional consideration of US$500,000, if and to the extent exercised by the Investor.

 

The Shares issued pursuant to the Subscription Agreement and the Shares underlying the warrants, if and when issued, were 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. The Investor is not a “U.S. Person,” as such term is defined under Rule 902 of Regulation S. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

The above-referenced restricted shares and warrants, if exercised, represent in the aggregate 8.07% of the issued and outstanding stock capital of the Registrant as of January 28, 2019.

 

   
 -3- 

 

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.

 

  TechCare Corp.
     
  By: /s/ Doron Biran
  Name: Doron Biran
  Title: Chief Executive Officer

 

Date: January 28, 2019