Attached files
| file | filename |
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| EX-10.1 - Noble Medical Technologies, Inc. | v209102_ex10-1.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): January 24,
2011
NOBLE
MEDICAL TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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333-150483
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20-0587718
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||
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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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Registrant’s
telephone number, including area code: (310)
601-2500
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Not
Applicable
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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):
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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
January 24, 2011, Noble Medical Technologies, Inc. (the "Company") entered into
a Securities Purchase Agreement (“Securities Purchase Agreement”) pursuant to
which the Company issued a Senior Promissory Note for $50,000 principal amount
("Note") and a 10 year common stock warrant to purchase 166,666 shares of the
Company's common stock at an exercise price of $0.10 per share
("Warrant"). The Note matures on January 23, 2012, and is subject to
interest at an annual rate of 10%. The Warrant vests over a period of
one year, 20% on February 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
January 24, 2011, Noble Medical Technologies, Inc. (the "Company") entered into
a Securities Purchase Agreement (“Securities Purchase Agreement”) pursuant to
which the Company issued a Senior Promissory Note for $50,000 principal amount
("Note") and a 10 year common stock warrant to purchase 166,666 shares of the
Company's common stock at an exercise price of $0.10 per share
("Warrant"). The Note matures on January 23, 2012, and is subject to
interest at an annual rate of 10%. The Warrant vests 20% on February
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 9.01
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FINANCIAL STATEMENT AND
EXHIBITS.
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(D)
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Exhibits.
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10.1
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Securities Purchase Agreement, dated January 24,
2011
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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: January 24,
2011
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By:
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/s/ Tatiana Walker | |
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Tatiana
Walker
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| 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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Securities Purchase Agreement, dated January 24,
2011
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