ACTIVECARE, INC. (OTCMKTS:ACAR) Files An 8-K Entry into a Material Definitive Agreement

ACTIVECARE, INC. (OTCMKTS:ACAR) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01 Entry into a Material Definitive Agreement

As previously reported, ActiveCare, Inc., a Delaware
corporation (the “Company“) entered into a Securities
Purchase Agreement, as amended (the “Purchase
Agreement
“), with JMJ Financial, a Nevada sole
proprietorship (“JMJ“, and together with the Company,
the “Parties“). to the terms of the Purchase
Agreement, JMJ purchased from the Company (i) a Promissory
Note, as amended, in the aggregate principal amount of up to
$1,500,000 (the “Note“) due and payable on the earlier
of March 15, 2017, or the third business day after the closing
of the Company’s contemplated public offering of securities
(the “Securities Offering“), and (ii) a common stock
purchase warrant to purchase 10,000,000 shares of the
Company’s common stock (“Common Stock“) at an
exercise price as defined therein.
Effective March 3, 2017, the Parties entered into a third
amendment to the Purchase Agreement and the Note (the
Amendment“), to the terms of which the
maximum principal sum of the Note increased from $1,500,000 to
$2,000,000.
On March 3, 2017, JMJ paid an additional $200,000 in
consideration to the Company, increasing the principal sum
currently due under the Note to $1,700,000. In connection
with the additional consideration, to the terms of the
Purchase Agreement, on March 3, 2017, the Company issued JMJ
a warrant to purchase up to 8,000 shares of Common Stock (the
Warrant“) at an exercise price as defined
therein.
The foregoing description of the Amendment and the Warrant do
not purport to be complete and are qualified in their entirety
by the terms and conditions of each document. A copy of the
Amendment and Warrant are attached hereto as exhibits and are
incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant
The information set forth in Item 1.01 of this Current Report on
Form 8-K is incorporated by reference into this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities
The information set forth in Item 1.01 of this Current Report on
Form 8-K is incorporated by reference into this Item 3.02.
These securities were not registered under the Securities Act of
1933, as amended (the “Securities Act”), but qualified for
exemption under Section 4(2) of the Securities Act. The
securities were exempt from registration under Section 4(2) of
the Securities Act because the issuance of such securities by the
Company did not involve a “public offering,” as defined in
Section 4(2) of the Securities Act, due to the insubstantial
number of persons involved in the transaction, size of the
offering, manner of the offering and number of securities
offered. The Company did not undertake an offering in which it
sold a high number of securities to a high number of investors.
In addition, this investor had the necessary investment intent as
required by Section 4(2) of the Securities Act since they agreed
to, and will receive, share certificates bearing a legend stating
that such securities are restricted to Rule 144 of the Securities
Act. This restriction ensures that these securities would not be
immediately redistributed into the market and therefore not be
part of a “public offering.” Based on an analysis of the above
factors, we have met the requirements to qualify for exemption
under Section 4(2) of the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit No.
Description
4.1*
Common Stock Purchase Warrant, dated March 3, 2017, issued
by ActiveCare, Inc. to JMJ Financial
10.1*
Amendment #3 to the Securities Purchase Agreement and to
the $1,500,000 Promissory Note
*filed herewith


About ACTIVECARE, INC. (OTCMKTS:ACAR)

ActiveCare, Inc. provides products and services to those diagnosed with chronic illnesses, and provides real-time visibility to health conditions and risk. The Company’s Chronic Illness Monitoring segment is engaged in the business of developing, distributing and marketing mobile monitoring of patient vital signs and physical activity to insurance companies, disease management companies, third-party administrators, and self-insured companies. The Company’s chronic illness monitoring involves the use of biometric monitoring devices in combination with data and algorithms to assess the wellbeing of an individual under care. The Company’s CareCenter service is designed to monitor and track patients’ health conditions and chronic illnesses on a real time basis. It has developed products that incorporate global positioning system (GPS), cellular capability, and fall detection, all of which are connected to its CareCenter with the push of a button.

ACTIVECARE, INC. (OTCMKTS:ACAR) Recent Trading Information

ACTIVECARE, INC. (OTCMKTS:ACAR) closed its last trading session 00.00 at 25.00 with 251 shares trading hands.

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