Hooper Holmes, Inc. (OTCMKTS:HPHW) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
2017 by Hooper Holmes, Inc., a New York corporation (the
Company), the Company was required by its term lender to raise
$3.5 million by issuing new shares (the Requirement Shares) of
the Companys common stock, par value $0.04 per share (Common
Stock) in exchange for cash within 90 days following closing of
the merger of the Companys subsidiary, Piper Merger Corp. with
and into Provant Health Solutions, LLC (the Merger). As
previously reported, the Company had issued $3.22 million worth
of the Requirement Shares by the time the Merger closed on May
11, 2017. On May 24, 2017, the Company issued and sold the
remaining $280,000 of the Requirement Shares to certain
accredited investors (the Purchasers); the 350,000 shares were
sold at $0.80/share on the same terms and conditions as the
shares that had been previously sold as part of this
requirement.>>The Securities Purchase Agreements (the
Securities Purchase Agreements) and Common Stock Purchase
Warrants (the Common Stock Purchase Warrants) for these issuances
are attached to this report.
on an exemption from registration to Section 4(a)(2) of the
Securities Act and Rule 506 thereunder.
(6) months after the date of issuance and ending on the fourth
anniversary of the date of issuance. Each Common Stock Purchase
Warrant provides that the Company can call the warrants if the
closing price of its Common Stock equals or exceeds $2.70 per
share for ten consecutive trading days with a minimum trading
volume of 100,000 shares per day, subject to certain additional
conditions set forth in the Common Stock Purchase Warrants. If
the holder of a Common Stock Purchase Warrant voluntarily
exercises the warrant and the Company files a registration
statement for the resale of the shares, the holder must pay the
exercise price in cash. In all other circumstances, the exercise
price may be paid via the cashless exercise method set forth in
the Common Stock Purchase Warrants.
piggyback registration rights to register and sell shares
acquired under the Securities Purchase Agreement if the Company
were to undertake a registered securities offering on Form S-1 or
S-3 prior to the time at which the purchasers shares may be
resold under Rule 144 of the Securities Act. In addition, if the
Company were to make another private or public offering of Common
Stock, preferred securities, or securities convertible,
exercisable, or exchangeable for Common Stock at a price per
share lower than $0.80, the Securities Purchase Agreement would
require the Company to issue additional shares of Common Stock to
the purchaser in a number sufficient to cause the effective price
per share paid by the purchaser in the offering to be equal to
the new offering price. This full ratchet provision applies only
to the shares, and not warrants, issued under the Securities
Purchase Agreement and lasts for a period of 12 months following
the date of the final closing under the private offering. The
full ratchet provision is limited, however, to 2,175 shares of
Common Stock per Unit (as such term is defined in the Securities
Purchase Agreements).
qualified in its entirety by reference to the full texts of the
forms of Securities Purchase Agreement and Common Stock Purchase
Warrant, which are filed as Exhibits 4.1 and 10.1 to this Current
Report on Form 8-K and which are incorporated herein by
reference.
and Common Stock Purchase Warrants to the Purchasers set forth
above in Item 1.01 of this Current Report are hereby incorporated
by reference into this Item 3.02.
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(d)
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>>Exhibits
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Exhibit No.
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Description of Exhibit
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4.1
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Form of Common Stock Purchase Warrant issued to the
Purchasers. |
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10.1
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Form of Securities Purchase Agreement between the
Company and the Purchasers. |
About Hooper Holmes, Inc. (OTCMKTS:HPHW)
Hooper Holmes, Inc. is a provider of on-site screenings, laboratory testing, risk assessment and sample collection services to individuals as part of Health and Wellness programs offered through corporate and government employers, as well as to clinical research organizations. The Company, through its subsidiary Accountable Health Solutions, Inc., has various capabilities, including telephonic health coaching, wellness portals, data analytics and reporting services. The Company is engaged by organizations sponsoring such programs, including corporate and government employers, health plans, hospital systems, brokers and consultants, disease management organizations, third party administrators, clinical research organizations and academic institutions. The Company’s Health and Wellness operations performs health risk assessment and risk management services by organizing Health and Wellness events. Hooper Holmes, Inc. (OTCMKTS:HPHW) Recent Trading Information
Hooper Holmes, Inc. (OTCMKTS:HPHW) closed its last trading session down -0.011 at 0.669 with 64,183 shares trading hands.
