RenovaCare, Inc. (OTCMKTS:RCAR) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry Into a Material Definitive Agreement.
On November 26, 2018, RenovaCare, Inc. (the “Company”) entered into Subscription Agreements (each, a “Subscription Agreement”) with Kalen Capital Corporation, a private corporation owning in excess of 10% of the Company's issued and outstanding common stock ("KCC"), for the purchase and sale of 10,335,000units of the Company's equity securities (the “Units”) at a price of $1.50 per Unit, to a private placement offering conducted by the Company (the “Offering”) for (i) aggregate cash proceeds of $14,407,500 and (ii) conversion of $1,095,000 principal amount of outstanding loan indebtedness.
The Unit price represents a discount of $0.03 from the closing price on November 23, 2018 and a $0.05 discount to the 20-day lookback of the closing price of the Company's common stock as quoted on the OTC Markets Pink Sheets for the 20 trading days prior to the Closing Date. Each Unit consists of: (i) one (1) share of common stock; and (ii) one (1) Series I Stock Purchase Warrant to purchase one (1) share of common stock at a price of $2.00 per share for a period of seven (7) years commencing on the date the Warrants are first issued. (the “Series I Warrants”).
The Series I Warrants do not have a cashless exercise provision.KCC doesnot have any registration rights with respect to the shares comprising a part of the Units or issuable upon exercise of the SeriesI Warrants.
The Company intends to use the proceeds from the Offering to continue the development and commercialization efforts of its novel SkinGunTM and CellMistTM System and its underlying technology and for general corporate purposes.
In connection with the Offering, the Company entered into agreements (collectively, the “Amendatory Agreements”) with KCC to which KCC agreed to convert the $1,095,000 principal indebtedness Accrued and unpaid interest thereon will be evidenced by a 2-year promissory note convertible into shares of the Company’s common stock at a price of $2.00 per share. The note may be repaid by the Company at any time without penalty.
The summary of the terms of the Offering included in this Current Report on Form 8-K (this “Report”) does not purport to be complete and is qualified in its entirety by reference to the Form of SeriesI Warrant and the Form of Subscription Agreement, and the Amendatory Agreements attached as Exhibits 4.1 and 10.1, 10.2 and 10.3 respectively (collectively, the “Transaction Documents”) and are incorporated by reference herein; capitalized but undefined terms used in this Report have the meaning ascribed to such term as set forth in the Transaction Documents.
The forms of the Transaction Documents and the Amendatory Agreements have been included to provide investors and security holders with information regarding their terms. They are not intended to provide any other factual information about the Company. The Transaction Documents contain certain representations, warranties and indemnifications resulting from any breach of such representations or warranties. Investors and security holders should not rely on the representations and warranties as characterizations of the actual state of facts because they were made only as of the respective dates of the Transaction Documents. In addition, information concerning the subject matter of the representations and warranties may change after the respective dates of the Transaction Documents, and such subsequent information may not be fully reflected in the Company's public disclosures.
The securities were issued to the Investors to exemptions from the registration requirements afforded by, among others, Regulation D and Regulation S as certain of the Investors were not U.S. Persons, as such term is defined in Rule 902 of Regulation S.
Item 3.02. Unregistered Sales of Equity Securities.
The information provided in response to Item 1.01 of this Report is incorporated by reference into this Item 3.02.
Item 9.01. Financial Statements and Exhibits
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Exhibit No. |
Description |
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4.1 |
Form of SeriesI Stock Purchase Warrant |
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10.1 |
Form of Subscription Agreement |
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10.2 |
Amendment dated November 26, 2018 to the February 23, 2017 Loan Agreement, as amended, by and between RenovaCare, Inc. and Kalen Capital Corporation. |
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10.3 |
Amendment dated November 26, 2018 to the September 9, 2016 Loan Agreement, as amended, by and between RenovaCare, Inc. and Kalen Capital Corporation. |
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RenovaCare, Inc. ExhibitEX-4.1 2 rcar_ex41.htm FORM OF WARRANT rcar_ex41.htmEXHIBIT 4.1 Form of Series I Common Stock Warrant NEITHER THIS SECURITY NOR ANY SECURITIES WHICH MAY BE ISSUED UPON EXERCISE OF THIS SECURITY HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY U.S. STATE OR OTHER JURISDICTION OR ANY EXCHANGE OR SELF-REGULATORY ORGANIZATION,…To view the full exhibit click here
About RenovaCare, Inc. (OTCMKTS:RCAR)
RenovaCare, Inc., formerly Janus Resources, Inc., is a biotechnology company. The Company is focused on the acquisition, research, development and commercialization of autologous cellular therapies that can be used for medical and aesthetic applications. The Company’s initial products under development target skin. The Company, through RenovaCare Sciences Corp., offers treatment methodology for cell isolation for the regeneration of human skin cells, along with a medical-grade liquid spraying device and associated equipment (the SkinGun). It is evaluating the efficacy and potential of SkinGun, in combination with a cell isolation method, in the treatment of tissue that has been subject to severe trauma. Its technology, the CellMist System, uses SkinGun to spray a liquid suspension of a patient’s stem cells, the CellMist Solution, onto wounds. The CellMist System harvests a patient’s stem cells from a small area of skin and suspends them in the water-based CellMist Solution.
