Item
3.02 Unregistered Sales of Equity Securities.
On
October 17, 2017, TechCare Corp. (the “
Registrant
”) entered into an Advance Investment Agreement (the “
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,
and Traistman Radziejewski Fundacja Ltd., an Israeli company affiliated with Mr. Oren Traistman, a director of the Registrant.
Pursuant to the Agreement, Y.M.Y Industry Ltd. and Traistman Radziejewski Fundacja Ltd. will provide the Registrant with a bridge
investment in the aggregate amount of US$250,000 (the “
Investment Amount
”).
The Investment Amount will be immediately
payable upon the consummation of an Asset Purchase Agreement with Naturalicious Holding B.V. (the “
Asset Purchase Agreement
”),
provided the consummation of which occurs prior to or on December 31, 2017 (the “
Trigger Date
”) or upon other
insolvency events of the Registrant. In the event that the Registrant has not consummated the Asset Purchase Agreement prior to
or on the Trigger Date, then the entire then outstanding Investment Amount will be automatically converted into shares of common
stock of the Registrant, par value $0.0001 per share (the “
Shares
”) on the first business day following the
Trigger Date, at a price per share equal to 70% of the VWAP (as defined below) of the Shares as of such date (the “
PPS
”).
The Investment amount will also be converted into Shares at the PPS upon a Deemed Liquidation Event (as defined below). The Shares
to be issued upon conversion will be issued without registration under the Securities Act of 1933, as amended (the “
Act
”),
and will be issued in a transaction not subject to registration pursuant to Regulation S promulgated by the Act or exempt from
registration pursuant to Section 4(a)(2) of the Act. Each of the investors is not a “U.S. Person,” as that term is
defined in Rule 902 of Regulation S, and is an “accredited investor,” as that term is defined in Rule 501 of Regulation
D. In the event the Investment Amount had been converted as of the date of this Report, a total of 1,017,208 Shares would
have been issued, representing approximately 4.66% of the outstanding and issued Shares of the Registrant.
“
VWAP
”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Shares are then listed
or quoted on the OTCQB, the daily volume weighted average price of a Share for the five trading days prior to such date on the
OTCQB as reported by OTC Markets Group, Inc. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York
City time)), or (b) in all other cases, the fair market value of a Share as determined by an independent appraiser selected in
good faith by the majority-in-interest and reasonably acceptable to the Registrant, the fees and expenses of which shall be paid
by the Registrant.
“
Deemed
Liquidation Event
” means (a) a merger or consolidation in which the Registrant is a constituent party or a subsidiary
of the Registrant is a constituent party and the Registrant issues shares of its capital stock pursuant to such merger or consolidation,
except any such merger or consolidation involving the Registrant or a subsidiary in which the shares of capital stock of the Registrant
outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares
of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of
the capital stock of the surviving or resulting company or if the surviving or resulting company is a wholly owned subsidiary
of another company immediately following such merger or consolidation, the parent company of such surviving or resulting company;
or (b) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions,
by the Registrant or any subsidiary of the Registrant of all or substantially all the assets of the Registrant and its subsidiaries
taken as a whole, or the sale or disposition (whether by merger or otherwise) of one or more subsidiaries of the Registrant if
substantially all of the assets of the Registrant and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries,
except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Registrant.
In
addition, on the following dates, the Registrant issued and sold a total of 306,310 Shares, as set forth below:
Name of Issuee
|
|
Date of Issuance
|
|
Number of Shares
|
|
|
Consideration
|
|
|
Price Per Share
|
|
|
Bases for Issuance
|
Avdinco Ltd.
(1)
|
|
08/13/17
|
|
|
103,520
|
|
|
$
|
50,000
|
|
|
$
|
0.4893
|
|
|
Subscription Agreement
|
Eyal Anabi
|
|
08/13/17
|
|
|
58,488
|
|
|
$
|
28,618
|
|
|
$
|
0.4893
|
|
|
Subscription Agreement
|
Go Go Netanel Ltd.
(2)
|
|
08/24/17
|
|
|
103,520
|
|
|
$
|
50,000
|
|
|
$
|
0.4893
|
|
|
Subscription Agreement
|
Securities Compliance Group
|
|
10/9/17
|
|
|
20,391
|
|
|
$
|
2.0391
|
|
|
$
|
0.0001
|
|
|
Services Agreement
|
Ivo Hayden
|
|
10/9/17
|
|
|
20,391
|
|
|
$
|
2.0391
|
|
|
$
|
0.0001
|
|
|
Services Agreement
|
Total
|
|
|
|
|
306,310
|
|
|
|
|
|
|
|
|
|
|
|
(1)
The control person of Avdinco Ltd. is Avner Cohen, a resident of Israel.
(2)
The control person of Go Go Netanel Ltd. is Yitzhak Giat, a resident of Israel.
The
issuance of the above-referenced Shares was made without registration under the Act in transactions not subject to registration
pursuant to Regulation S promulgated by the Act or exempt from registration pursuant to Section 4(a)(2) of the Act. Avdinco Ltd.,
Eyal Anabi and Go Go Netanel Ltd. are not “U.S. Persons,” as that term is defined in Rule 902 of Regulation S.
Forward-Looking
Statements
This
communication contains certain statements that are neither reported financial results nor other historical information and other
statements concerning the Registrant. These statements include financial projections and estimates and their underlying assumptions,
statements regarding plans, objectives and expectations with respect to future operations, events, products and services and future
performance. Forward-looking statements are generally identified by the words “will”, “expects”, “anticipates”,
“believes”, “intends”, “estimates”, “target”, and similar expressions. These and
other information and statements contained in this communication constitute forward-looking statements for purposes of applicable
securities laws.
Although
management of the Registrant believes that the expectations reflected in the forward looking statements are reasonable, investors
and security holders are cautioned that forward looking information and statements are subject to various risks and uncertainties,
many of which are difficult to predict and generally beyond the control of the Registrant, that could cause actual results and
developments to differ materially from those expressed in, or implied or projected by the forward-looking information and statements,
and the Registrant cannot guarantee future results, levels of activity, performance or achievements. Factors that could cause
actual results to differ materially from those estimated by the forward-looking statements contained in this communication include,
but are not limited to: the ability of each of the Registrant and Naturalicious Holding B.V. to successfully finalize the negotiations
between the parties and execute the definitive agreement; trends in target markets; the Registrant’s ability to develop
new technology and products; effects of competition in the Registrant’s main markets; challenges to or loss of intellectual
property rights; ability to establish and maintain strategic relationships in its major businesses; profitability of the growth
strategy; and changes in global, political, economic, business, competitive, market and regulatory forces. Moreover, neither the
Registrant nor any other person assumes responsibility for the accuracy and completeness of such forward-looking statements. The
forward-looking statements contained in this communication speak only as of the date of this communication and the Registrant
or its representatives are under no duty, and do not undertake, to update any of the forward-looking statements after this date
to conform such statements to actual results, to reflect the occurrence of anticipated results or otherwise except as otherwise
required by applicable law or regulations.