TECHCARE CORP. (OTCMKTS:TECR) Files An 8-K Unregistered Sales of Equity SecuritiesItem 3.02 Unregistered Sales of Equity Securities.
On December 31, 2017, TechCare Corp. (the “Registrant”) entered into a subscription agreement (the “Tuttnauer Subscription Agreement”) with Ran Tuttnauer Family Ltd. (“Tuttnauer”). Under the Tuttnauer Subscription Agreement, the Registrant issued to Tuttnauer 1,291,990 shares of common stock of the Registrant, par value $0.0001 each (“Shares”), at a price per Share of $0.387 for an aggregate consideration of $500,000. In addition, to the Tuttnauer Subscription Agreement, Tuttnauer is entitled, to subscribe for and purchase 641,025 additional Shares at a price per Share of $0.387 until June 30, 2018 (the “Tuttnauer Option”).
On January 10, 2018, the Registrant entered into a subscription agreement (the “Citrine Subscription Agreement”) with Citrine High Tech 7 Limited Partnership (“Citrine”). Under the Citrine Subscription Agreement, the Registrant will issue to Citrine (i) 1,033,592 Shares at a price per Share of $0.387, and (ii) warrants to purchase up to 516,796 Shares (the “Citrine Warrants”), for an aggregate consideration of $400,000. Each Citrine Warrant has an exercise price per Share equal to $0.387 and shall expire on September 30, 2018.
The Shares issued to the subscription agreements described above and the Shares underlying the Citrine Warrants and the Tuttnauer Option, if and when issued, have been offered to 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. Tuttnauer and Citrine have represented to the Registrant that they are not a “U.S. Person,” as such term is defined under Rule 902 of Regulation S.
The above-referenced restricted shares and Citrine Warrants and Tuttnauer Option, if exercised, represent in the aggregate 11.88% of the issued and outstanding stock capital of the Registrant as of the date of this report.