Attached files
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| EX-4.1 - BIOFIELD CORP \DE\ | v193559_ex4-1.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): June 22, 2010
BIOFIELD
CORP.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-27848
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13-3703450
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(State
or other jurisdiction
of
incorporation)
|
Commission
File
Number)
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(IRS
Employer
Identification
No.)
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175
Strafford Avenue, Wayne, PA 19087
(Address
of principal executive offices and Zip Code)
Registrant's
telephone number, including area code: (215) 972-1717
Copies
to:
Stephen
M. Fleming, Esq.
Law
Offices of Stephen M. Fleming PLLC
49 Front
Street, Suite #206
Rockville
Centre, New York 11570
Phone:
(516) 833-5034
Fax:
(516) 977-1209
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):
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01. Entry into a Material Definitive Agreement
On June
22, 2010, Biofield Corp. (the “Company”) entered into a Reserve Equity Financing
Agreement (the “REF Agreement”) with AGS Capital Group, LLC (“AGS”), pursuant to which AGS committed to
purchase, from time to time over a period of two years, shares of the Company’s
common stock, $0.001 par value per share (the “Common Stock”) for cash
consideration up to $2 million, subject to certain conditions and
limitations.
The
Company is also required to pay AGS a fee of $120,000 in shares of restricted
common stock of which 3,000,000 were issued upon signing the REF Agreement
and the balance owed are issuable upon the Company increasing the authorized
shares of common stock.
The
following summary of the REF Agreement is not complete, and is qualified in its
entirety by reference to the full text of the agreement, which is attached as an
exhibit to this Current Report on Form 8-K. Readers should review the agreement
for a complete understanding of the terms and conditions associated with this
financing. The provisions of the REF Agreement, including without
limitation the representations and warranties contained therein, 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 reports under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”).
Reserve Equity Financing
Agreement
For a
period of two years from the effectiveness of a registration statement, the
Company may, from time to time, at its discretion, and subject to certain
conditions that it must satisfy, draw down funds under the REF Agreement by
selling shares of its Common Stock to AGS up to an aggregate of $2 million,
subject to various limitations that may reduce the total amount available to the
Company. The purchase price of these shares will be discounted by 50%
to 90% of the lowest closing bid price during the five consecutive trading
days after the Company gives AGS a notice of an advance of funds (an “Advance”),
under the REF Agreement. If the stock price is below $.11, then the
discount will be 50%. If the stock price is between $.11 and $.19,
then the discount will be 20%. If the stock price is above $.20, then
the discount will be 10%.
The
Company’s ability to require AGS to purchase its Common Stock is subject to
various conditions and limitations. The maximum amount of each Advance is equal
to the greater of $10,000 or 500% of the product of the average of the daily
trading volume of the 10 trading days immediately preceding the Dave Date
multiplied by the average of the 10 daily closing prices immediately preceding
the advance date. In addition, a minimum of five calendar days
must elapse between each notice of Advance and AGS’ ownership may not exceed
9.99% of the then outstanding shares of common stock.
The REF
Agreement contains representations and warranties by us and AGS which are
typical for transactions of this type. The REF Agreement also
contains a variety of covenants by us which are typical for transactions of this
type. The REF Agreement obligates the Company to indemnify AGS for certain
losses resulting from a misrepresentation or breach of any representation or
warranty made by us or breach of any obligation of ours. AGS also indemnifies
the Company for similar matters.
Item
3.02 Unregistered Sales of
Equity Securities
The
information set forth under Item 1.01 of this Current Report on Form 8-K is
hereby incorporated by reference into this Item 3.02.
In
addition, the Company is relying on an exemption from the registration
requirements of the Act for the private placement of the securities we have
issued under the purchase agreement pursuant to Section 4(2) of the Securities
Act.
Item
9.01. Financial Statements and Exhibits
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4.1
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Reserve
Equity Financing Agreement, dated June 22, 2010, by and between AGS
Capital Group, LLC and Biofield
Corp.
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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.
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BIOFIELD
CORP.,
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Date:
August 13, 2010
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By:
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/s/
David Bruce Hong
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David
Bruce Hong
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Chief
Executive Officer
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