Bioptix, Inc. (NASDAQ:BIOP) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
Private Placement of Units
On March 10, 2017, Bioptix, Inc. (the “Company”) sold
$2,250,000 of units of its securities (the “Units”), to
separate purchase agreements (the “Purchase Agreements”) with
accredited investors (the “Investors”), at a purchase price of
$2.50 per Unit. Each Unit consists of one share (the “Shares”)
of the Company’s common stock, no par value per share (the
“Common Stock”), and a three year warrant (the “Warrants”) to
purchase one share of Common Stock, at an exercise price of $3.50
per share (such sale and issuance, the “Private Placement”).
$2,250,000 of units of its securities (the “Units”), to
separate purchase agreements (the “Purchase Agreements”) with
accredited investors (the “Investors”), at a purchase price of
$2.50 per Unit. Each Unit consists of one share (the “Shares”)
of the Company’s common stock, no par value per share (the
“Common Stock”), and a three year warrant (the “Warrants”) to
purchase one share of Common Stock, at an exercise price of $3.50
per share (such sale and issuance, the “Private Placement”).
The Warrants are exercisable, at any time on or after the sixth
month anniversary of the closing date of the Private Placement,
at a price of $3.50 per share, subject to adjustment, and expire
three years from the date of issuance. The holders may, subject
to certain limitations, exercise the Warrants on a cashless
basis. The Company is prohibited from effecting an exercise of
any Warrant to the extent that, as a result of any such exercise,
the holder would beneficially own more than 9.99% of the number
of shares of Common Stock outstanding immediately after giving
effect to the issuance of shares of Common Stock upon exercise of
such Warrant.
month anniversary of the closing date of the Private Placement,
at a price of $3.50 per share, subject to adjustment, and expire
three years from the date of issuance. The holders may, subject
to certain limitations, exercise the Warrants on a cashless
basis. The Company is prohibited from effecting an exercise of
any Warrant to the extent that, as a result of any such exercise,
the holder would beneficially own more than 9.99% of the number
of shares of Common Stock outstanding immediately after giving
effect to the issuance of shares of Common Stock upon exercise of
such Warrant.
The offering was made to an exemption from registration under
Section 4(a)(2) of the Securities Act of 1933, as amended (the
“Securities Act”). The Company entered into separate
registration rights agreements (the “Registration Rights
Agreement”) with each of the Investors, to which the Company
will undertake to file a registration statement to register the
Common Stock issued as part of the Units and the Common Stock
issuable upon exercise of the Warrants, within forty-five days
following the closing, to cause such registration statement to be
declared effective by the Securities and Exchange Commission
within one hundred and twenty days of the filing date and to
maintain the effectiveness of the registration statement until
all of such shares of Common Stock registered have been sold or
are otherwise able to be sold to Rule 144. In the event the
Company fails to file, or obtain effectiveness of, such
registration statement with the given period of time, the Company
will be obligated to pay liquidated damages to the Investors for
every thirty-days during which such filing is not made and/or
effectiveness obtained, such fee being subject to certain
exceptions.
Section 4(a)(2) of the Securities Act of 1933, as amended (the
“Securities Act”). The Company entered into separate
registration rights agreements (the “Registration Rights
Agreement”) with each of the Investors, to which the Company
will undertake to file a registration statement to register the
Common Stock issued as part of the Units and the Common Stock
issuable upon exercise of the Warrants, within forty-five days
following the closing, to cause such registration statement to be
declared effective by the Securities and Exchange Commission
within one hundred and twenty days of the filing date and to
maintain the effectiveness of the registration statement until
all of such shares of Common Stock registered have been sold or
are otherwise able to be sold to Rule 144. In the event the
Company fails to file, or obtain effectiveness of, such
registration statement with the given period of time, the Company
will be obligated to pay liquidated damages to the Investors for
every thirty-days during which such filing is not made and/or
effectiveness obtained, such fee being subject to certain
exceptions.
The proceeds of the Private Placement were deposited into an
escrow account with Bank, as escrow agent (the “Escrow
Agent”) to an escrow agreement (the “Escrow Agreement”),
entered into by and between the Company, the Lead Investor (as
defined in the Purchase Agreement) and the Escrow Agent.
Certificates representing 55.5556% of the Warrants and 55.5556%
of the Shares sold in the Private Placement were deposited and
recorded with Corporate Stock Transfer, Inc., as securities
escrow agent (the “Securities Escrow Agent”) to be held in
escrow to an escrow agreement (the “Securities Escrow
Agreement”), entered into by and between the Company, the Lead
Investor and the Securities Escrow Agent. The certificates
representing 55.5556% of the Shares and of the Warrants may not
be transferred, pledged or hypothecated and the retained
Warrants will not be exercisable except as provided in the
Escrow Agreement and the Securities Escrow Agreement. The
Securities Escrow Agent will retain in escrow and not release
to the Company 55.5556% of each Investor’s subscription amount
pending the occurrence or non-occurrence of a Qualified
Transaction (as defined in the Purchase Agreement) in all
respects which shall be governed by the terms of the Escrow
Agreement and Securities Escrow Agreement. One Million Dollars
($1,000,000) of gross proceeds of the Private Placement was
released to the Company upon closing and the corresponding
Units were issued to the Investors upon closing.
escrow account with Bank, as escrow agent (the “Escrow
Agent”) to an escrow agreement (the “Escrow Agreement”),
entered into by and between the Company, the Lead Investor (as
defined in the Purchase Agreement) and the Escrow Agent.
Certificates representing 55.5556% of the Warrants and 55.5556%
of the Shares sold in the Private Placement were deposited and
recorded with Corporate Stock Transfer, Inc., as securities
escrow agent (the “Securities Escrow Agent”) to be held in
escrow to an escrow agreement (the “Securities Escrow
Agreement”), entered into by and between the Company, the Lead
Investor and the Securities Escrow Agent. The certificates
representing 55.5556% of the Shares and of the Warrants may not
be transferred, pledged or hypothecated and the retained
Warrants will not be exercisable except as provided in the
Escrow Agreement and the Securities Escrow Agreement. The
Securities Escrow Agent will retain in escrow and not release
to the Company 55.5556% of each Investor’s subscription amount
pending the occurrence or non-occurrence of a Qualified
Transaction (as defined in the Purchase Agreement) in all
respects which shall be governed by the terms of the Escrow
Agreement and Securities Escrow Agreement. One Million Dollars
($1,000,000) of gross proceeds of the Private Placement was
released to the Company upon closing and the corresponding
Units were issued to the Investors upon closing.
The foregoing descriptions of the Purchase Agreement, the
Registration Rights Agreement, the Escrow Agreement, the
Securities Escrow Agreement and the Warrants are not complete
and are qualified in their entireties by reference to the full
text of the Form of Purchase Agreement, the Form of
Registration Rights Agreement, the Form of Escrow Agreement,
the Form of Securities Escrow Agreement and the Form of
Warrant, copies of which are filed as Exhibit 10.1, Exhibit
10.2, Exhibit 10.3, Exhibit 10.4 and Exhibit 4.1, respectively,
to this Report and are incorporated by reference herein.
Registration Rights Agreement, the Escrow Agreement, the
Securities Escrow Agreement and the Warrants are not complete
and are qualified in their entireties by reference to the full
text of the Form of Purchase Agreement, the Form of
Registration Rights Agreement, the Form of Escrow Agreement,
the Form of Securities Escrow Agreement and the Form of
Warrant, copies of which are filed as Exhibit 10.1, Exhibit
10.2, Exhibit 10.3, Exhibit 10.4 and Exhibit 4.1, respectively,
to this Report and are incorporated by reference herein.
Private Placement of Notes
On March 15, 2017, the Company entered into separate securities
purchase agreements (the “Note Purchase Agreements”) to which
it agreed to sell up to $4,750,000 of principal amount of
promissory notes (the “Notes”) and three year warrants (the
“Purchase Warrants”) to accredited investors (the “Note
Investors”). The Notes shall be issued to each Note Investor in
such Note Investor’s subscription amount and shall be
convertible into shares of Common Stock at an initial conversion
price of $2.50 (the “Conversion Price”). Each Purchase Warrant
shall be exercisable into shares of Common Stock at an exercise
price equal to $3.56 per share (such sale and issuance of the
Notes and Purchase Warrants, the “Note Private Placement”).
purchase agreements (the “Note Purchase Agreements”) to which
it agreed to sell up to $4,750,000 of principal amount of
promissory notes (the “Notes”) and three year warrants (the
“Purchase Warrants”) to accredited investors (the “Note
Investors”). The Notes shall be issued to each Note Investor in
such Note Investor’s subscription amount and shall be
convertible into shares of Common Stock at an initial conversion
price of $2.50 (the “Conversion Price”). Each Purchase Warrant
shall be exercisable into shares of Common Stock at an exercise
price equal to $3.56 per share (such sale and issuance of the
Notes and Purchase Warrants, the “Note Private Placement”).
The Notes are convertible at the Conversion Price at any time
after the Company has received (i) NASDAQ Approval (as defined in
the Note Purchase Agreement) and (ii) Shareholder Approval (as
defined in the Notes). The Company is prohibited from effecting a
conversion of any Note to the extent that, as a result of any
such exercise, the holder would beneficially own more than 9.99%
of the number of shares of Common Stock outstanding immediately
after giving effect to the issuance of shares of Common Stock
upon conversion of such Note.
after the Company has received (i) NASDAQ Approval (as defined in
the Note Purchase Agreement) and (ii) Shareholder Approval (as
defined in the Notes). The Company is prohibited from effecting a
conversion of any Note to the extent that, as a result of any
such exercise, the holder would beneficially own more than 9.99%
of the number of shares of Common Stock outstanding immediately
after giving effect to the issuance of shares of Common Stock
upon conversion of such Note.
to the Note Purchase Agreement, within 45 days of closing, the
Company shall file a preliminary proxy statement for a special
meeting of its stockholders, in order to submit to its
stockholders a proposal to approve an amendment to the Company’s
Articles of Incorporation authorizing the creation of 15,000,000
shares of “blank check” preferred stock and, thereafter, the
Company shall designate shares of preferred stock as “Series A
Preferred Stock” by filing a Certificate of Designations,
Preferences and Rights of 0% Series A Convertible Preferred Stock
with the Secretary of State (such date of filing, the “Filing
Date”). On the Filing Date, the Notes shall automatically, and
without any further action on the part of the Note Investors, be
exchanged for shares of Series A Convertible Preferred Stock (the
“Preferred Shares”) based on a ratio of $1.00 of Stated Value
of Preferred Share for each $1.00 of then outstanding principal
amount plus any accrued but unpaid interest thereon, to Section
3(a)(9) of the Securities Act.
Company shall file a preliminary proxy statement for a special
meeting of its stockholders, in order to submit to its
stockholders a proposal to approve an amendment to the Company’s
Articles of Incorporation authorizing the creation of 15,000,000
shares of “blank check” preferred stock and, thereafter, the
Company shall designate shares of preferred stock as “Series A
Preferred Stock” by filing a Certificate of Designations,
Preferences and Rights of 0% Series A Convertible Preferred Stock
with the Secretary of State (such date of filing, the “Filing
Date”). On the Filing Date, the Notes shall automatically, and
without any further action on the part of the Note Investors, be
exchanged for shares of Series A Convertible Preferred Stock (the
“Preferred Shares”) based on a ratio of $1.00 of Stated Value
of Preferred Share for each $1.00 of then outstanding principal
amount plus any accrued but unpaid interest thereon, to Section
3(a)(9) of the Securities Act.
The Purchase Warrants are exercisable, at a price of $3.56 per
share, subject to adjustment, and expire three years from the
date of issuance. The holders may, subject to certain
limitations, exercise the Purchase Warrants on a cashless basis.
The Company is prohibited from effecting an exercise of any
Purchase Warrant to the extent that, as a result of any such
exercise, the holder would beneficially own more than 9.99% of
the number of shares of Common Stock outstanding immediately
after giving effect to the issuance of shares of Common Stock
upon exercise of such Purchase Warrant.
share, subject to adjustment, and expire three years from the
date of issuance. The holders may, subject to certain
limitations, exercise the Purchase Warrants on a cashless basis.
The Company is prohibited from effecting an exercise of any
Purchase Warrant to the extent that, as a result of any such
exercise, the holder would beneficially own more than 9.99% of
the number of shares of Common Stock outstanding immediately
after giving effect to the issuance of shares of Common Stock
upon exercise of such Purchase Warrant.
The conversion of the Notes and exercise of the Purchase Warrants
are subject to the approval of the Companys stockholders to rules
of The NASDAQ Stock Market LLC.
are subject to the approval of the Companys stockholders to rules
of The NASDAQ Stock Market LLC.
The offering was made to an exemption from registration under
Section 4(a)(2) of the Securities Act. Upon closing, the Company
will enter into separate registration rights agreements with each
of the Note Investors, to which the Company will undertake to
file a registration statement to register the shares of Common
Stock issuable upon (i) conversion of the Notes; (ii) exercise of
the Purchase Warrants and (iii) conversion of the Preferred
Shares issued to the Note Purchase Agreement, within forty-five
days following the date of closing, to cause such registration
statement to be declared effective by the Securities and Exchange
Commission within one hundred and twenty days of the filing date
and to maintain the effectiveness of the registration statement
until all of such shares of Common Stock registered have been
sold or are otherwise able to be sold to Rule 144. In the event
the Company fails to file, or obtain effectiveness of, such
registration statement with the given period of time, the Company
will be obligated to pay liquidated damages to the Investors for
every thirty-days during which such filing is not made and/or
effectiveness obtained, such fee being subject to certain
exceptions.
Section 4(a)(2) of the Securities Act. Upon closing, the Company
will enter into separate registration rights agreements with each
of the Note Investors, to which the Company will undertake to
file a registration statement to register the shares of Common
Stock issuable upon (i) conversion of the Notes; (ii) exercise of
the Purchase Warrants and (iii) conversion of the Preferred
Shares issued to the Note Purchase Agreement, within forty-five
days following the date of closing, to cause such registration
statement to be declared effective by the Securities and Exchange
Commission within one hundred and twenty days of the filing date
and to maintain the effectiveness of the registration statement
until all of such shares of Common Stock registered have been
sold or are otherwise able to be sold to Rule 144. In the event
the Company fails to file, or obtain effectiveness of, such
registration statement with the given period of time, the Company
will be obligated to pay liquidated damages to the Investors for
every thirty-days during which such filing is not made and/or
effectiveness obtained, such fee being subject to certain
exceptions.
The proceeds of the Note Private Placement will be deposited
into an escrow account and the Notes, Purchase Warrants and
Preferred Shares (when exchanged for the Notes) will be
deposited and recorded with a securities escrow agent to be
held in escrow pending the occurrence or non-occurrence of a
Qualified Transaction (as defined in the Note Purchase
Agreement).
into an escrow account and the Notes, Purchase Warrants and
Preferred Shares (when exchanged for the Notes) will be
deposited and recorded with a securities escrow agent to be
held in escrow pending the occurrence or non-occurrence of a
Qualified Transaction (as defined in the Note Purchase
Agreement).
The foregoing description of the Note Purchase Agreement is not
complete and is qualified in its entirety by reference to the
full text of the Form of Note Purchase Agreement, a copy of
which is filed as Exhibit 10.5 to this Report and is
incorporated by reference herein.
complete and is qualified in its entirety by reference to the
full text of the Form of Note Purchase Agreement, a copy of
which is filed as Exhibit 10.5 to this Report and is
incorporated by reference herein.
Item 3.02 Unregistered Sales of Equity Securities
Private Placement of Units
On March 10, 2017, the Company completed the closing of the
Private Placement and issued the Units, consisting of a total
of 900,000 Shares and Warrants to purchase 900,000 shares of
Common Stock, in consideration for aggregate gross proceeds of
$2,250,000. $1,250,000 million, or 55.5556%, of proceeds along
with the corresponding Shares and Warrants, are being held in
escrow, as further described herein. The details of this
transaction are described in Item 1.01, which is incorporated
by reference, in its entirety, into this Item 3.02.
Private Placement and issued the Units, consisting of a total
of 900,000 Shares and Warrants to purchase 900,000 shares of
Common Stock, in consideration for aggregate gross proceeds of
$2,250,000. $1,250,000 million, or 55.5556%, of proceeds along
with the corresponding Shares and Warrants, are being held in
escrow, as further described herein. The details of this
transaction are described in Item 1.01, which is incorporated
by reference, in its entirety, into this Item 3.02.
The Units, the Shares, the Warrants and the shares of Common
Stock issuable upon exercise of the Warrants have not been
registered under the Securities Act, or the securities laws of
any state, and were offered and issued in reliance on the
exemption from registration under the Securities Act, afforded by
Section 4(a)(2).
Stock issuable upon exercise of the Warrants have not been
registered under the Securities Act, or the securities laws of
any state, and were offered and issued in reliance on the
exemption from registration under the Securities Act, afforded by
Section 4(a)(2).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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4.1
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Form of Warrant
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10.1
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Form of Purchase Agreement
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10.2
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Form of Registration Rights Agreement
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10.3
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Form of Escrow Agreement
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10.4
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Form of Securities Escrow Agreement
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10.5
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Form of Note Purchase Agreement
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About Bioptix, Inc. (NASDAQ:BIOP)
Bioptix, Inc., formerly Venaxis, Inc., provides Enhanced Surface Plasmon Resonance (SPR) platform for the detection of molecular interactions. The Company’s line of Enhanced SPR instruments are designed to increase the flexibility and reliability of SPR. Its SPR biosensors shed light on important binding parameters that are crucial for determining whether a biologic or small molecule drug will be efficacious in humans and at what dose a drug should be administered. Its technology is an ultra-sensitive detection platform. The design of its SPR spectrometers allows discrete areas within the sample cell to be interrogated simultaneously by use of photo-diode arrays aligned to the reflected beam from the sample cell. Its biosensors provide information on kinetic processes (association and dissociation), binding affinities, analyte concentrations and real-time molecule detection. The Company offers 404pi Enhanced SPR System, which enables real-time detection of biomolecular interactions. Bioptix, Inc. (NASDAQ:BIOP) Recent Trading Information
Bioptix, Inc. (NASDAQ:BIOP) closed its last trading session 00.00 at 3.56 with 15,528 shares trading hands.
