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 Notes
As previously disclosed on a Current Report on Form 8-K, filed
with the Securities and Exchange Commission on March 16, 2017,
on March 15, 2017, Bioptix, Inc. (the “Company”) entered into
separate securities purchase agreements (the “Purchase
Agreements”) to which it agreed to sell up to $4,750,000 of
principal amount of convertible promissory notes (the
“Notes”) and three year warrants to purchase shares of the
Company’s common stock, no par value per share (the “Common
Stock”) (the “Warrants”) to accredited investors (the
“Investors”)(the “Private Placement”). On March 16, 2017,
the Company satisfied all closing conditions and closed the
Private Placement. The Notes were issued to each Investor in
such Investor’s subscription amount and are convertible into
shares of Common Stock at an initial conversion price of $2.50
(the “Conversion Price”). Each Warrant is exercisable into
shares of Common Stock at an exercise price equal to $3.56 per
share.
with the Securities and Exchange Commission on March 16, 2017,
on March 15, 2017, Bioptix, Inc. (the “Company”) entered into
separate securities purchase agreements (the “Purchase
Agreements”) to which it agreed to sell up to $4,750,000 of
principal amount of convertible promissory notes (the
“Notes”) and three year warrants to purchase shares of the
Company’s common stock, no par value per share (the “Common
Stock”) (the “Warrants”) to accredited investors (the
“Investors”)(the “Private Placement”). On March 16, 2017,
the Company satisfied all closing conditions and closed the
Private Placement. The Notes were issued to each Investor in
such Investor’s subscription amount and are convertible into
shares of Common Stock at an initial conversion price of $2.50
(the “Conversion Price”). Each Warrant is exercisable into
shares of Common Stock at an exercise price equal to $3.56 per
share.
The Notes are convertible at the Conversion Price at any time
after the Company has received (i) NASDAQ Approval (as defined in
the 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 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 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 (the
“Certificate of Designations”) 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 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 of
1933, as amended.
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 (the
“Certificate of Designations”) 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 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 of
1933, as amended.
The 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 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.
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 conversion of the Notes (and Preferred Shares) and exercise
of the Warrants are subject to the approval of the Company’s
stockholders to rules of The NASDAQ Stock Market LLC.
of the Warrants are subject to the approval of the Company’s
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. Additionally, 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 shares of Common Stock
issuable upon (i) conversion of the Notes; (ii) exercise of the
Warrants and (iii) conversion of the Preferred Shares issued or
issuable to the 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. Additionally, 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 shares of Common Stock
issuable upon (i) conversion of the Notes; (ii) exercise of the
Warrants and (iii) conversion of the Preferred Shares issued or
issuable to the 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 Private Placement were deposited into an
escrow account with Bank, as escrow agent (the “Escrow
Agent”) to an escrow deposit agreement (the “Cash Escrow
Agreement”) entered into by and between the Company, the Lead
Investor (as defined in the Purchase Agreement) and the Escrow
Agent. The Notes, Warrants and Preferred Shares (when exchanged
for the Notes) were or will be deposited and delivered to
Corporate Stock Transfer, Inc., as securities escrow agent (the
“Securities Escrow Agent”) to an escrow agreement (the
“Securities Escrow Agreement”), entered into by and between
the Company, the Lead Investor (as defined in the Purchase
Agreement) and the Securities Escrow Agent all to be held in
escrow pending the occurrence or non-occurrence of a Qualified
Transaction (as defined in the Purchase Agreement).
escrow account with Bank, as escrow agent (the “Escrow
Agent”) to an escrow deposit agreement (the “Cash Escrow
Agreement”) entered into by and between the Company, the Lead
Investor (as defined in the Purchase Agreement) and the Escrow
Agent. The Notes, Warrants and Preferred Shares (when exchanged
for the Notes) were or will be deposited and delivered to
Corporate Stock Transfer, Inc., as securities escrow agent (the
“Securities Escrow Agent”) to an escrow agreement (the
“Securities Escrow Agreement”), entered into by and between
the Company, the Lead Investor (as defined in the Purchase
Agreement) and the Securities Escrow Agent all to be held in
escrow pending the occurrence or non-occurrence of a Qualified
Transaction (as defined in the Purchase Agreement).
Canaccord Genuity, Inc. acted as financial advisor to the
Company in the financing.
Company in the financing.
The foregoing description of the Purchase Agreement,
Registration Rights Agreement, Cash Escrow Agreement,
Securities Escrow Agreement, Certificate of Designation, Note
and Warrant is not complete and is qualified in its entirety by
reference to the full text of the Form of Purchase Agreement,
Form of Registration Rights Agreement, Form of Cash Escrow
Agreement, Form of Securities Escrow Agreement, Form of
Certificate of Designation, Form of Note and Form of Warrant,
copies of which are filed as Exhibit 10.1, Exhibit 10.2,
Exhibit 10.3, Exhibit 10.4, Exhibit 3.1, Exhibit 4.1 and
Exhibit 4.2, respectively, to this Report and are incorporated
by reference herein.
Registration Rights Agreement, Cash Escrow Agreement,
Securities Escrow Agreement, Certificate of Designation, Note
and Warrant is not complete and is qualified in its entirety by
reference to the full text of the Form of Purchase Agreement,
Form of Registration Rights Agreement, Form of Cash Escrow
Agreement, Form of Securities Escrow Agreement, Form of
Certificate of Designation, Form of Note and Form of Warrant,
copies of which are filed as Exhibit 10.1, Exhibit 10.2,
Exhibit 10.3, Exhibit 10.4, Exhibit 3.1, Exhibit 4.1 and
Exhibit 4.2, respectively, to this Report and are incorporated
by reference herein.
Item 3.02 Unregistered Sales of Equity Securities
Private Placement of Notes
On March 16, 2017, the Company completed the closing of the
Private Placement and issued the Notes in an aggregate principal
amount of $4,750,000 and Warrants, to purchase an aggregate of
2,800,000 shares of Common Stock, in consideration for aggregate
gross proceeds of $4,750,000. 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 Notes in an aggregate principal
amount of $4,750,000 and Warrants, to purchase an aggregate of
2,800,000 shares of Common Stock, in consideration for aggregate
gross proceeds of $4,750,000. 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 Notes, the Warrants, the shares of Common Stock issuable upon
conversion of the Notes and the Preferred Shares (when exchanged
for Notes) 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).
conversion of the Notes and the Preferred Shares (when exchanged
for Notes) 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).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 3.1 |
Form of Certificate of Designations
|
| 4.1 |
Form of Note
|
| 4.2 |
Form of Warrant
|
| 10.1 |
Form of Purchase Agreement
|
| 10.2 |
Form of Registration Rights Agreement
|
| 10.3 |
Form of Cash Escrow Agreement
|
| 10.4 |
Form of Securities Escrow Agreement
|
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 down -0.16 at 3.34 with 80,097 shares trading hands.