TECHCARE CORP. (OTCMKTS:TECR) Files An 8-K Unregistered Sales of Equity SecuritiesItem 3.02 Unregistered Sales of Equity Securities.
On November 14, 2017, TechCare Corp. (the “Registrant”), entered into a subscription agreement (the “Subscription Agreement”) with Y.M.Y Industry Ltd., an Israeli company controlled by Mr. Zvi Yemini, the chairman of the board of directors of the Registrant. Under the Subscription Agreement, the Registrant issued and sold to Y.M.Y Industry Ltd. 892,857 shares of common stock of the Registrant, par value $0.0001 per share, at a price per share of $0.224 for an aggregate consideration of US$200,000.
In addition, on November 14, 2017, the Registrant entered into an amendment (the “Amendment”) to that certain Advance Investment Agreement (the “Advance Investment Agreement”), dated October 17, 2017, entered between the Registrant , Y.M.Y Industry Ltd. and Traistman Radziejewski Fundacja Ltd., an Israeli company affiliated with Mr. Oren Traistman, a director of the Registrant. to the Amendment, the bridge investment in the aggregate amount of US$250,000 provided to the Company under the Advance Investment Agreement was converted into 1,116,071 shares of common stock of the Registrant, par value $0.0001 per share, at a price per share of $0.224.
The above-referenced restricted shares represent in the aggregate 8.43% of the issued and outstanding stock capital of the Registrant immediately after the issuance.
The Registrant’s issuance of the above-referenced restricted shares, without registration under the Securities Act of 1933, as amended, was in reliance upon the exemptions contained in Regulation S promulgated by the United States Securities and Exchange Commission. The issuees are not “U.S. Persons,” as that term is defined in Rule 902 of Regulation S.
