Item 1.01 Entry into a Material Definitive Agreement.
On April 21, 2016 (the
“Closing Date”), Medical Alarm Concepts Holding, Inc. (the “Company”) closed the sale of one unit for $400,000
(the “Unit”), pursuant to a subscription agreements (the “Subscription Agreement”) with an accredited investor
(the “Investor”) entered into on April 21, 2016 at a purchase price of $400,000 per Unit. The Unit consisted
of (i) 400,000 shares of Series D Preferred Stock, par value $0.0001 per share (the “Preferred D Shares”). Each of
the Preferred D Shares are convertible into 100 shares of the Company’s common stock, par value $0.0001 per share (the “Common
Stock”) and (ii) one warrant (the “Warrant”) to purchase 40,000,000 shares of Common Stock, $0.001 par value
per share, at an exercise price of $0.01 per share (such sale and issuance, the “Private Placement”).
The Warrant is exercisable,
at any time, following the date the Warrant was issued, at a price of $0.01 per share, subject to adjustment, and expires three
years from the date of issuance.
The Preferred D Shares
are convertible into shares of the Company’s Common Stock in an amount equal to one hundred shares of Common Stock for each
one share of Preferred D stock surrendered. The stated value of each Preferred D Share is one-ten thousandth ($0.0001) of
one cent and the initial conversion price is $0.01 per share, each subject to adjustment for stock splits, stock dividends, recapitalizations,
combinations, subdivisions or other similar events.
The Company is prohibited
from effecting a conversion of the Preferred D Shares to the extent that, as a result of such conversion, such Investor would beneficially
own more than 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares
of Common Stock upon conversion of the Preferred D Shares, which beneficial ownership limitation may be increased by the holder
up to, but not exceeding, 9.99%.
Pursuant to the
Certificate of Designations, Preferences and Rights of the Series D Convertible Preferred Stock (the “Series D Certificate
of Designations”), the holders of shares of Series D Preferred Stock shall have no voting rights unless such matters directly
affect the Series D Preferred Stock and in such event the holders of Series D Preferred Stock shall vote.
The offering was made
pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities
Act”).
The foregoing descriptions
of the Warrant, the Preferred D Shares and the Subscription Agreement are not complete and are qualified in their entireties by
reference to the full text of the Series D Certificate of Designations, the Form of the Warrant and the Form of the Subscription
Agreement, copies of which are filed as Exhibit 3.1, Exhibit 4.1, Exhibit 4.2, respectively, to this report and are incorporated
by reference herein.