Current Report Filing (8-k)
November 15 2017 - 8:03AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of report (date of earliest event reported): November 15, 2017 (November 14, 2017)
TECHCARE
CORP.
(Exact Name of Registrant as Specified in its Charter)
Commission
File No.: 000-55680
Delaware
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68-0080601
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(State
of Incorporation)
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(I.R.S.
Employer Identification No.)
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1140
Avenue of the Americas, New York, NY
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10036
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(Address
of Registrant’s Office)
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(ZIP
Code)
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Registrant’s
Telephone Number, including area code: (646) 380-6645
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item
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. Pursuant 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.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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TechCare
Corp.
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By:
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/s/
Shlomi Arbel
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Name:
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Shlomi
Arbel
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Title:
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Chief
Executive Officer
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Date:
November 15, 2017