MEDOVEX CORP. (NASDAQ:MDVX) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry Into A Material Definitive Agreement
On May 2, 2018, MedoveX Corporation (the “Company”) entered into a Securities Purchase Agreement (the “SecuritiesPurchase Agreement”) with selected accredited investors (each an “Investor” and collectively, the “Investors”). to the terms of the Securities Purchase Agreement, the Company offered up to $1,000,000 in units (each, a “Unit” and collectively, the “Units”) at a purchase price of $100,000 per Unit (the “Offering”). Each Unit consists of one thousand (1,000) shares of the Company’s 5% Series B Convertible Preferred Stock (the “Series B Shares”) and warrants (the “Warrants”) to purchase two hundred fifty thousand (250,000) shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). Each Series B Share is convertible into 300 shares of Common Stock at a conversion price of $0.40 per share. The Series B Shares also entitle the holders to a 5% annual dividend. The Warrants are exercisable for a period of three (3) years from the date of issuance at an exercise price of $0.75 per share. The Warrants are exercisable on a cashless basis in the event that the underlying shares are not subject to an effective registration statement.
In the Offering, the Company sold an aggregate of 3.4 Units and issued to the Investors an aggregate of 3,400 Series B Shares and 850,000 Warrants to Purchase Common Stock, resulting in total $340,000 gross proceeds to the Company. The 3,400 Series B Shares sold in the Offering are convertible into an aggregate of 1,020,000 shares of Common Stock.
In connection with the Offering, the Company agreed to file a registration statement including the Shares of Common Stock underlying the Warrants and the Series B Shares. The foregoing description of the terms of the Securities Purchase Agreement, the Certificate of Designation for the Series B Shares and Warrant is not complete and is qualified in its entirety by the full text of the Securities Purchase Agreement, the Certificate of Designation and Warrant, which are filed as Exhibit 10.1, 3.1 and 10.2 to the Current Report on Form 8-K and are incorporated by reference herein.
Each of the Investors is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Act”), and the Series B Shares and Warrants were sold to them in reliance on the exemption from registration provided by Rule 506 and Section 4(2) of the Act.
Item 3.02 Unregistered Sales of Equity Securities
The incorporation set forth in Item 1.01 is incorporated by reference herein.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year
On May 1, 2018, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of 5% Series B Convertible Preferred Stock (the “Series B COD”) with the Secretary of State of the State of Nevada, effective May 2, 2018. The Series B COD fixes the rights, preferences, powers, restrictions and limitations of the Series B Shares. The Series B COD authorizes 500,000 Series B Shares and sets forth the rights, powers and preferences of the Series B Shares.
The summary of the rights, powers and preferences of the Series B Shares set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
The foregoing summary of certain material terms of the Series B COD does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Series B COD. A copy of the Series B COD is attached hereto as Exhibit 3.1 and is incorporated into this Item 5.03 by reference.
Item 9.01. Financial Statements and Exhibits
Medovex Corp. ExhibitEX-3.1 2 ex3-1.htm MEDOVEX CORPORATION CERTIFICATE OF DESIGNATION OF PREFERENCES,…To view the full exhibit click