Item 1.01. Entry into a Material Definitive Agreement
On January 6, 2020, TechCare Corp., a Delaware corporation (the "Company") and
Citrine S A L Investment & Holdings Ltd., a corporation formed under the laws of
the state of Israel ("Citrine") entered into a Common Stock Purchase Agreement
(the "Citrine Agreement"). Citrine technology investment and finance group
empowers high potential businesses for international market breakthrough.
Pursuant to the Citrine Agreement, the Company agreed to sell to Citrine, and
Citrine agreed to purchase from the Company, in a private placement, an
aggregate of 893,509,276 shares of common stock (the "Shares"), par value
$0.0001 per share, which shall represent 95% of the fully diluted capital stock
of the Company following the closing, for aggregate gross proceeds under the
Citrine Agreement of $150,000 (the "Citrine Transaction"). The consideration
will be primarily used to cover current liabilities of our wholly-owned
subsidiary, Novomic Ltd. ("Novomic"). The closing of the Citrine Transaction is
subject to customary closing conditions including, but not limited to, the
filing of the Certificate of Amendment (as defined herein) and the closing of
the Novomic Transaction (as defined herein).
The Shares will be issued in reliance on an exemption from the registration
requirements of the Securities Act of 1933, as amended (the "Securities Act"),
by virtue of Section 4(a)(2) and/or other exemptions thereunder, as promulgated
by the Securities and Exchange Commission (the "SEC") under the Securities Act.
In addition, and in conjunction with the Citrine Transaction, the Company's
board of directors (the "Board") approved an amendment to the Company's First
Amended and Restated Certificate of Incorporation (the "Certificate of
Amendment"), to increase the Company's authorized capital stock from 500,000,000
shares of common stock, par value $0.0001 per share, and 50,000 shares of
preferred stock, par value $0.0001 per share, to 1,500,000,000 shares of common
stock, par value $0.0001 per share, and 50,000 shares of preferred stock, par
value $0.0001 per share. The Certificate of Amendment will become effective upon
obtaining the approval of the Company's stockholders.
In addition, on January 6, 2020, the Company and Novomic, entered into a share
purchase agreement (the "Novomic Agreement") with Traistman Radziejewski
Fundacja Ltd. ("TRF"), a corporation formed under the laws of the state of
Israel. Pursuant to the Novomic Agreement, the Company agreed to sell to TRF,
and TRF agreed to purchase from the Company, an aggregate of 21,803 ordinary
shares, par value NIS 1.00 per share (the "Ordinary Shares") of Novomic, which
represents 90% of Novomic's issued and outstanding capital stock held by the
Company. In consideration for sale of the Ordinary Shares by the Company, TRF
agreed to assume and bear all costs and expenses associated with the operations
and activities of Novomic (collectively, the "Novomic Transaction"). TRF is
controlled by Oren Traitsman, the Chairman of the Company's Board and an
immediate family member of Novomic's Chief Executive Officer, Idan Traitsman.
Oren Traitsman recused himself from the Board's decision relating to the Novomic
Transaction. The consummation of the Novomic transaction is subject to various
customary closing conditions, including the approval of the Novomic Transaction
by a majority of the stockholders of the Company, as well as the closing of the
Citrine Transaction.
The foregoing descriptions of the Citrine Agreement and Novomic Agreement, and
the transactions contemplated thereby, do not purport to be complete and are
qualified in their entirety by reference to the full text of the form of Citrine
Agreement and of the form of Novomic Agreement, which are filed as Exhibits 10.1
and 10.2 respectively to this Current Report on Form 8-K and are incorporated by
reference herein. The Citrine Agreement and Novomic Agreement contain
representations and warranties that the parties made to, and solely for the
benefit of, the others in the context of all of the terms and conditions of that
agreement and in the context of the specific relationship between the parties.
The provisions of the Citrine Agreement and Novomic Agreement, including the
representations and warranties contained therein, are not for the benefit of any
party other than the parties to such agreement and are not intended as documents
for investors and the public to obtain factual information about the current
state of affairs of the parties to those documents and agreements. Rather,
investors and the public should look to other disclosures contained in the
Company's filings with the SEC. The consummation of the Citrine Transaction and
Novomic Transaction are subject to various closing conditions, and consequently,
the closing of the Citrine Transaction and Novomic Transaction contemplated
thereby could be delayed or may not occur at all
Item 3.02. Unregistered Sales of Equity Securities
The information set forth in Item 1.01 regarding the Citrine Transaction is
incorporated by reference into this Item 3.02.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
10.1 Form of Common Stock Purchase Agreement
10.2 Form of Share Purchase Agreement
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