InsPro Technologies Corporation (OTCMKTS:ITCC) Files An 8-K Entry into a Material Definitive Agreement
Item1.01. Entry into a Material Definitive Agreement
Private Placement
On May 11, 2017, InsPro Technologies Corporation, a Delaware
corporation (the Company), entered into and completed a
private placement (the Private Placement) with certain
accredited investors (the Investors), for an aggregate of
150,000 shares (each, a Preferred Share) of its Series C
Convertible Preferred Stock, par value $0.001 per share
(Series C Preferred Stock) to the terms of a securities
purchase agreement (the Purchase Agreement).
to the Purchase Agreement, the Company agreed to sell to the
Investors an aggregate of 150,000 shares of Series C Preferred
Stock in the Private Placement at a per share price equal to
$2.00.
The Series C Preferred Stock is entitled to vote as a single
class with the holders of the Companys Common Stock, with each
Preferred Share having the right to 20 votes. Upon the
liquidation, sale or merger of the Company, each Preferred Share
is entitled to receive an amount equal to the greater of (A) a
liquidation preference equal to two and a half (2.5) times the
Series C Preferred Stock original issue price, subject to certain
customary adjustments, or (B) the amount such Preferred Share
would receive if it participated pari passu with the
holders of shares of common stock of the Company, par value
$0.001 per share (Common Stock) on an as-converted basis.
Each Preferred Share is convertible into 20 shares of Common
Stock (the Shares). For so long as any Preferred Shares
are outstanding, the vote or consent of the Holders of at least
two-thirds of the Preferred Shares is required to approve (Y) any
amendment to the Companys certificate of incorporation or bylaws
that would adversely alter the voting powers, preferences or
special rights of the Series C Preferred Stock or (Z) any
amendment to the Companys certificate of incorporation to create
any shares of capital stock that rank senior to the Series C
Preferred Stock. In addition to the voting rights described
above, for so long as 1,000,000 Preferred Shares are outstanding,
the vote or consent of the holders of at least two-thirds of the
Preferred Shares is required to effect or validate any merger,
sale of substantially all of the assets of the Company or other
fundamental transaction, unless such transaction, when
consummated, will provide the holders of Series C Preferred Stock
with an amount per share equal to two and a half (2.5) times the
Series C Preferred Stock original issue price plus any declared
but unpaid dividends.
The closing of the Private Placement was subject to customary
closing conditions. The gross proceeds from the closing of the
Private Placement were $300,000, and the Company intends to use
the net proceeds of the Private Placement for working capital
purposes.
In connection with the signing of the Purchase Agreement, the
Company and the Investors also entered into a registration rights
agreement (the Registration Rights Agreement). Under the
terms of the Registration Rights Agreement, the Company agreed to
prepare and file with the United Stated Securities and Exchange
Commission, within 30days following the receipt of a demand
notice of a holder of registrable securities, a registration
statement on Form S-1 (the Registration Statement)
covering the resale of the Shares (collectively, the
Registrable Securities). Subject to limited exceptions,
the Company also agreed to use its reasonable best efforts to
cause the Registration Statement to be declared effective under
the Securities Act of 1933, as amended (the Securities
Act), as soon as practicable but, in any event, no later than
60days following the date of the filing of the Registration
Statement (or 120days following the date of the filing of the
Registration Statement in the event the Registration Statement is
subject to review by the SEC), and agreed to use its reasonable
best efforts to keep the Registration Statement effective under
the Securities Act until the date that all of the Registrable
Securities covered by the Registration Statement have been sold
or may be sold without volume restrictions to Rule 144(b)(i)
promulgated under the Securities Act. In addition, if the Company
proposes to register any of its securities under the Securities
Act in connection with the offering of such securities for cash,
the Company shall, at such time, promptly give each holder of
Registrable Securities notice of such intent, and such holders
shall have the option to register their Registrable Securities on
such additional registration statement. The Registration Rights
Agreement also provides for payment of partial damages to the
Investors under certain circumstances relating to failure to file
or obtain or maintain effectiveness of the Registration
Statement, subject to adjustment.
The Company also agreed, to the terms of the Purchase Agreement,
that for a period of 90 days after the effective date of the
Purchase Agreement, the Company shall not, subject to certain
exceptions, offer, sell, grant any option to purchase, or
otherwise dispose of any equity securities or equity equivalent
securities, including without limitation, any debt, preferred
stock, rights, options, warrants or other instrument that is at
any time convertible into or exchangeable for, or otherwise
entitles the holder thereof to receive, capital stock and other
securities of the Company.
The Purchase Agreement also provides for a customary
participation right for the Investors, subject to certain
exceptions and limitations, which grants the Investors the right
to participate in any future capital raising financings of the
Company occurring from the effective date of the Purchase
Agreement until 24 months after the effective date of the
Purchase Agreement. The Investors may participate in such
financings at a level based on the Investors ownership percentage
of the Company on a fully-diluted basis prior to such financing.
The foregoing is a summary of the terms of the Purchase Agreement
and the Registration Rights Agreement and does not purport to be
complete. This summary is qualified in its entirety by reference
to the full text of each of the Purchase Agreement and the
Registration Rights Agreement, which are attached hereto as
Exhibits 4.1 and 4.2, respectively, and are incorporated by
reference herein.
Item3.02 Unregistered Sales of Equity
Securities.
The description of the Purchase Agreement and the Registration
Rights Agreement in Item1.01 of this Current Report is hereby
incorporated into this Item3.02 by reference.
The Series C Preferred Stock are being offered and sold to
institutional and other accredited investors without registration
under the Securities Act or any state securities laws. The
Company is relying on the exemption from the registration
requirements of the Securities Act by virtue of Section4(2)
thereof and RegulationD promulgated thereunder. Each of the
certificates representing shares of Series C Preferred Stock to
be issued and sold in the Private Placement contain restrictive
legends preventing the sale, transfer or other disposition of
such Preferred Shares unless registered under the Securities Act
or sold to an exemption therefrom. As described in Item1.01 of
this current report, the Company has agreed to file a
Registration Statement for the resale of the Shares. This Current
Report is not an offer to sell or the solicitation of an offer to
buy shares of Series C Preferred Stock or other securities of the
Company.
Item4.01. Changes in Registrants Certifying
Accountant
On May 11, 2017 (the Engagement Date), the Company formally
engaged Assurance Dimensions, Inc. to serve as the Companys
independent registered public accounting firm. The engagement was
due to the merger of our existing certifying accountant, DArelli
Pruzansky, P.A., and Assurance Dimensions, Inc., as previously
disclosed on Current Report on Form 8-K dated May 9, 2017. The
decision to engage Assurance Dimensions, Inc. as our independent
registered public accounting firm was approved by the Companys
Audit Committee on May 11, 2017.
During the two most recent fiscal years and through the
Engagement Date, neither the Company, nor any one on its behalf,
consulted with Assurance Dimensions, Inc. in regard to the
application of accounting principles to any specified
transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Companys financial
statements, or any other matters or reportable events as defined
in Item 304(a)(2)(i) and (ii) of Regulation S-K.
Item8.01 Other Events.
On May 15, 2017, the Companys board of directors authorized the
Company to execute a rights offering to the Companys stockholders
whereby the Company will offer, subject to the Company obtaining
all necessary regulatory approvals, the non-transferrable right
for stockholders to purchase shares of the Series C Preferred
Stock at the same price and on substantially the same terms and
conditions as issued by the Company on May 11, 2017. The details
of the rights offering will be disclosed in a future Form S-1
filing.
Item9.01 Financial Statements and Exhibits.
| (c) | Exhibits. |
|
Exhibit Number |
Description of Exhibit |
|
| 4.1 |
Securities Purchase Agreement, dated May 11, 2017, by and among InsPro Technologies Corporation and the investors signatory thereto |
|
| 4.2 |
Registration Rights Agreement, dated May 11, 2017, by and among InsPro Technologies Corporation and the investors signatory thereto |
About InsPro Technologies Corporation (OTCMKTS:ITCC)
InsPro Technologies Corporation is a technology company. The Company provides, InsPro Enterprise, which is a software application used by insurance administrators in the insurance industry. InsPro Enterprise is a Web-based insurance administration software application. InsPro Enterprise clients include insurance carriers and third-party administrators. The Company markets InsPro Enterprise as a licensed software application. The Company offers InsPro Enterprise on both a licensed and an application service provider (ASP) basis. InsPro Enterprise is an insurance administration and marketing system that supports group and individual business lines, and processes agent, direct market, worksite and Website generated business. The Company conducts its operations through its subsidiary, InsPro Technologies, LLC (InsPro Technologies). InsPro Enterprise has a design, which enables the customer to purchase only the functionality needed. InsPro Technologies Corporation (OTCMKTS:ITCC) Recent Trading Information
InsPro Technologies Corporation (OTCMKTS:ITCC) closed its last trading session 00.0000 at 0.0500 with 47,870 shares trading hands.