TECHCARE CORP. (OTCMKTS:TECR) Files An 8-K Unregistered Sales of Equity SecuritiesItem 3.02 Unregistered Sales of Equity Securities.
On November 20, 2017, TechCare Corp. (the “Registrant”) entered into a subscription agreement (the “Geliko Subscription Agreement”) with Geliko LLC Defined Benefit Plan (“Geliko”). Under the Geliko Subscription Agreement, the Registrant issued and sold to Geliko 223,214 shares of common stock of the Registrant, par value $0.0001 each (the “Shares”), at a price per share of $0.224, for an aggregate consideration for $50,000.
On December 19, 2017, the Registrant entered into a subscription agreement (the “Nacht Subscription Agreement”) with Mr. Marius Nacht (“Nacht”). Under the Nacht Subscription Agreement, the Registrant issued and sold to Nacht 1,785,714 Shares, at a price per share of $0.224, for an aggregate consideration for $400,000.
The Shares issued to the aforementioned subscription agreements have been offered 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. Mr. Marius Nacht is not a “U.S. Person,” as such term is defined under Rule 902 of Regulation S.
The above-referenced restricted shares represent in the aggregate 7.78% of the issued and outstanding stock capital of the Registrant immediately after the issuance.