TECHCARE CORP. (OTCMKTS:TECR) Files An 8-K Other Events
Item 8.01 Other Events.
As previously reported on January 22, 2019, TechCare Corp, (the “Registrant”) entered into a subscription agreement (the “Subscription Agreement”) with ICB Biotechnology Investments Ltd. (the “Investor”). to the terms of the Subscription Agreement, on March 13, 2019, the Registrant issued and sold to the Investor 957,854 shares of common stock, par value $0.0001 per share (the “Shares”), for a price per Share of $0.261, for aggregate consideration of $250,000. In accordance with the terms of the Subscription Agreement, upon the formation of a joint venture with China-Israel Biological Technology Co. Ltd., (“CIBD”) the parent company of the Investor, and the transfer of the relevant intellectual property rights to the joint venture, the Registrant will issue and sell to the Investor an additional 957,854 Shares for an additional investment amount of $250,000 (the “Additional Investment”). In addition, subject to the consummation of the Additional Investment, the Registrant will grant the Investor an option to purchase up to additional 833,333 Shares at a price per share of $0.60, for aggregate consideration of up to $1,000,000.
In addition, in accordance with the Subscription Agreement and as previously reported on January 22, 2019, effective March 18, 2019, Ningzhou Zhang became a member of the Registrant’s board of directors.
The Shares issued to the Subscription Agreement were offered and sold to Regulation D or Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”), and therefore will be restricted securities and may be offered and resold only in transactions that are exempt from registration under the Securities Act and other applicable securities laws. The Investor is not a “U.S. Person,” as such term is defined under Rule 902 of Regulation S. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
