Attached files
| file | filename |
|---|---|
| EX-10.3 - Noble Medical Technologies, Inc. | v206089_ex10-3.htm |
| EX-10.1 - Noble Medical Technologies, Inc. | v206089_ex10-1.htm |
| EX-10.2 - Noble Medical Technologies, Inc. | v206089_ex10-2.htm |
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): December 17,
2010
NOBLE
MEDICAL TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
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333-150483
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20-0587718
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|
(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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4751
Wilshire Boulevard, 3rd Floor, Los Angeles, CA
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90010
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(Address
of principal executive offices)
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(Zip
Code)
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||
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Registrant’s
telephone number, including area code: (310)
601-2500
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2000
Avenue of the Stars, Suite 410, Los Angeles, CA
90067
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(Former
name or former address, if changed since last
report.)
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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):
|
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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o
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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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o
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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
1.01
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ENTRY
INTO A MATERIAL DEFINITIVE
AGREEMENT
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On
December 17, 2010, Noble Medical Technologies, Inc. (the "Company") entered into
a Securities Purchase Agreement with Jay Krigsman pursuant to which the Company
issued a Senior Promissory Note for $300,000 principal amount ("Note") and a 10
year common stock warrant to purchase 1,000,000 shares of the Company's common
stock at an exercise price of $0.10 per share ("Warrant"). The Note
matures on December 15, 2011 and is subject to interest at an annual rate of
10%. The Warrant vests over two years, 20% on January 1, 2011 and 80%
on January 1, 2012. The vesting of the Warrant will accelerate to
100% upon a Liquidity Event or Funding Event as defined in the
Warrant. The Securities Purchase Agreement, the Note and the Warrant
are attached as exhibits to this report and incorporated herein by
reference.
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ITEM
3.02
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UNREGISTERED
SALES OF EQUITY SECURITIES
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On
December 17, 2010, Noble Medical Technologies, Inc. (the "Company") entered into
a Securities Purchase Agreement with Jay Krigsman pursuant to which the Company
issued a Senior Promissory Note for $300,000 principal amount ("Note") and a 10
year common stock warrant to purchase 1,000,000 shares of the Company's common
stock at an exercise price of $0.10 per share ("Warrant"). The Note
matures on December 15, 2011 and is subject to interest at an annual rate of
10%. The Warrant vests over two years, 20% on January 1, 2011 and 80%
on January 1, 2012. The vesting of the Warrant will accelerate to
100% upon a Liquidity Event or Funding Event as defined in the
Warrant. The Securities Purchase Agreement, the Note and the Warrant
are attached as exhibits to this report and incorporated herein by
reference. The Note and Warrant were issued without registration
under the Securities Act of 1933, as amended, ("1933 Act") pursuant to the
exemption from registration afforded by Section 4(2) of the 1933
Act. No selling commission or placement agent fees were paid by the
Company in connection with the transaction.
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ITEM
5.02
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DEPARTURE
OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTIONOF DIRECTORS; APPOINTMENT OF
PRINCIPAL OFFICERS
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(b) Effective
December 17, 2010, Charles Bentz resigned as the Company's Chief Financial
Officer.
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ITEM
9.01
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FINANCIAL
STATEMENT AND EXHIBITS.
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(D) Exhibits.
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10.1
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Purchase
Agreement, dated December 17, 2010
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|
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10.2
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Form
of Warrant, dated December 17, 2010
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10.3
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Senior
Promissory Note, dated December
17, 2010
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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.
| NOBLE MEDICAL TECHNOLOGIES, INC. | |||
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DATED: December
20, 2010
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By:
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/s/ Tatiana Walker | |
| Tatiana Walker | |||
| Secretary | |||
INDEX
TO EXHIBITS
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EXHIBIT
NO.
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DESCRIPTION
OF EXHIBIT
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10.1
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Purchase
Agreement, dated December 17, 2010
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10.2
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Form
of Warrant, dated December 17, 2010
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10.3
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Senior
Promissory Note, dated December 17,
2010
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