Attached files
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EX-4.1 - MedClean Technologies, Inc. | v168296_ex4-1.htm |
EX-3.1 - MedClean Technologies, Inc. | v168296_ex3-1.htm |
EX-10.1 - MedClean Technologies, Inc. | v168296_ex10-1.htm |
EX-99.1 - MedClean Technologies, Inc. | v168296_ex99-1.htm |
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): December 4, 2009
MEDCLEAN
TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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000-03125
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21-0661726
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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3
Trowbridge Drive, Bethel, Connecticut 06801
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code: (203) 798-1080
ITEM 1.01 Entry into a Material Definitive
Agreement.
On
December 4, 2009 (the “Effective Date”), the Company entered into a preferred
stock purchase agreement (the “Purchase Agreement”) with Socius Capital Group, LLC, a
Delaware limited liability company, doing business as Socius Life Sciences Capital
Group, LLC (the “Investor”). Pursuant to the Purchase
Agreement:
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·
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The
Company agreed to sell, and the Investor agreed to purchase, in one or
more purchases from time to time (“Tranches”) in the Company’s sole
discretion (subject to the conditions set forth therein), (i) up to 750
shares of Series C Preferred Stock (the “Preferred Shares”) at a purchase
price of $10,000 per share, for an aggregate purchase price of up to
$7,500,000, and (ii) five-year warrants (“Warrants”) to purchase shares of
the Company’s common stock with an aggregate exercise price
equal to 135% of the purchase price paid by the Investor, at an exercise
price per share equal to the closing bid price of the Company’s common
stock on the date the Company provides notice of such Tranche. The
Warrants will be issued in replacement of a five-year warrant to purchase
262,987,013 shares of common stock with an exercise price per share of
$0.038 the Company issued on the Effective
Date.
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·
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the
Company agreed to pay to the Investor a commitment fee of $375,000 (the
“Commitment Fee”), at the earlier of the closing of the first Tranche or
the six month anniversary of the Effective Date, payable at the Company’s
election in cash or common stock valued at 87% of the volume weighted
average price of the Company’s common stock on the five trading days
preceding the payment date.
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·
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the
Company agreed to use its best efforts to file within 30 days of the
Effective Date, and cause to become effective as soon as possible
thereafter, a registration statement with the Securities and Exchange
Commission for the resale of all shares of common stock issuable pursuant
to the Purchase Agreement, including the shares of common stock underlying
the Warrants, and shares issuable in payment of the Commitment
Fee.
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·
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On
December 3, 2009 the Company filed a certificate of designations for
the Series C Preferred Stock (the “Certificate of Designations”). Pursuant
to the Certificate of Designations, the Preferred Shares shall, with
respect to dividend, rights upon liquidation, winding-up or
dissolution, rank: (i) senior to the Company’s common stock, and any other
class or series of preferred stock of the Company; and (ii) junior to all
existing and future indebtedness of the Company. In addition, the
Preferred Shares (a) shall accrue dividends at a rate of 10%
per annum, payable in Preferred Shares, (ii) shall not have
voting rights, and (iii) may be redeemed at the Company’s option,
commencing 4 years from the issuance date at a price per share of
(a) $10,000 per share plus accrued but unpaid dividends (the
“Series C Liquidation Value”), or, at a price per share of : (x) 127% of
the Series C Liquidation Value if redeemed on or after the first
anniversary but prior to the second anniversary of the initial issuance
date, (y) 118% of the Series C Liquidation Value if redeemed on or after
the second anniversary but prior to the third anniversary of the initial
issuance date, and (z) 109% of the Series C Liquidation Value if redeemed
on or after the third anniversary but prior to the fourth anniversary of
the initial Issuance Date
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In
connection with the foregoing, the Company relied upon the exemption from
securities registration afforded by Rule 506 of Regulation D as promulgated by
the United States Securities and Exchange Commission under the Securities Act of
1933, as amended (the “Securities Act”) and/or Section 4(2) of the Securities
Act. No advertising or general solicitation was employed in offering the
securities. The offerings and sales were made to a limited number of persons,
all of whom were accredited investors, and transfer was restricted by the
Company in accordance with the requirements of the Securities Act of
1933.
2
ITEM 3.02 Unregistered Sales of Equity
Securities.
See Item
1.01.
ITEM
5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
See Item
1.01.
ITEM
9.01 Financial Statements and Exhibits.
Exhibits.
Exhibit
Number
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Description
of Exhibit
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3.1
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Certificate
of Designations of Series C Preferred Stock
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4.1
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Warrant
to Purchase Common Stock
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10.1
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Preferred
Stock Purchase Agreement, dated as of December 4, 2009, by and among
MedClean Technologies, Inc. and Socius Capital Group, LLC, dba Socius Life
Science Capital Group, LLC
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99.1
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MedClean
Technologies, Inc. press release announcing entry into a Preferred Stock
Purchase Agreement
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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.
MEDCLEAN
TECHNOLOGIES, INC.
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By:
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/s/
David Laky
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David
Laky
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President
and Chief Executive Officer
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Dated:
December 4, 2009
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