RenovaCare, Inc. (OTCMKTS:RCAR) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On July 19, 2017, RenovaCare, Inc. (the “Company”) entered into subscription agreements with investors for the purchase and sale of an aggregate of460,250 units of the Company’s equity securities (the “Units”) at a price of $2.44 per Unit for total gross proceeds of $1,123,010 (the “Offering”). Each Unit consists of one (1) share of common stock and one Series D Stock Purchase Warrant (the “Series D Warrants”) allowing the holder to purchase one (1) share of the Company’s common stock at a price of $2.68 per share for a period of five years; the Series G Warrants contain a provision allowing the holder to exercise the Series G Warrant on a cashless basis as further set forth therein. The proceeds from the Offering will be used for general corporate purposes, including the continued research and development of the Company’s SkinGunTM and CellMistTM technologies and for working capital. Details of the sales of the Units are provided in Item 3.02 of this Current Report on Form 8-K and incorporated herein by reference. The closing of the transactions contemplated by the subscription agreement occurred on July 21, 2017.
The form of the Series G Warrants issued as part of the Offering is attached hereto to this Current Report on Form 8-K as Exhibit 4.1 and incorporated herein by reference. The form of subscription agreement entered into between the Company and the investors under the Offering is attached hereto to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
On July 19, 2017, the Company entered into subscription agreements with investors for the purchase and sale of an aggregate of460,250 Units. The Units were offered in reliance on the exemptions from the registration requirements afforded by, but not limited to, the provisions of Regulation S as promulgated by the United States Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506(b) of Regulation D of the Securities Act. The closing of the transactions contemplated by the subscription agreement occurred on July 21, 2017.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following Exhibits are being filed with this Report on Form 8-K.
In reviewing the agreements included as exhibits to this Report, please remember that they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about us or the other parties to the agreements. The agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the parties to the applicable agreement and:
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should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; |
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have been expressly qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement and are not included in this Report; |
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may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and |
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were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments. |
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about us may be found elsewhere in our other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.
RenovaCare, Inc. ExhibitEX-4.1 2 rcar_ex41.htm FORM OF SERIES G STOCK PURCHASE WARRANT rcar_ex41.htmEXHIBIT 4.1 Form of Series G Warrant NEITHER THIS SECURITY NOR ANY SECURITIES WHICH MAY BE ISSUED UPON EXERCISE OF THIS SECURITY HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY U.S. STATE OR OTHER JURISDICTION OR ANY EXCHANGE OR SELF-REGULATORY ORGANIZATION,…To view the full exhibit click here
About RenovaCare, Inc. (OTCMKTS:RCAR)
RenovaCare, Inc., formerly Janus Resources, Inc., is a biotechnology company. The Company is focused on the acquisition, research, development and commercialization of autologous cellular therapies that can be used for medical and aesthetic applications. The Company’s initial products under development target skin. The Company, through RenovaCare Sciences Corp., offers treatment methodology for cell isolation for the regeneration of human skin cells, along with a medical-grade liquid spraying device and associated equipment (the SkinGun). It is evaluating the efficacy and potential of SkinGun, in combination with a cell isolation method, in the treatment of tissue that has been subject to severe trauma. Its technology, the CellMist System, uses SkinGun to spray a liquid suspension of a patient’s stem cells, the CellMist Solution, onto wounds. The CellMist System harvests a patient’s stem cells from a small area of skin and suspends them in the water-based CellMist Solution.
