Attached files
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| EX-10.1 - SensiVida Medical Technologies, Inc. | v211195_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): February 14, 2011 (February 7,
2011)
SENSIVIDA
MEDICAL TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
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New
Jersey
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000-07405
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22-1937826
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(State
or other jurisdiction
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(Commission
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(IRS
Employer Identification No.)
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of
incorporation)
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File
Number)
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150
Lucius Gordon Drive, Suite 110
West
Henrietta, NY
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14586
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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: (585) 413-9080
(Former
name or address, if changed since last report)
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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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)240.14d-2(b))
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¨
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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 Entry into a Material Definitive Agreement.
The
registrant ("SensiVida") entered into a Placement Agent Agreement dated
September 29, 2010 with J.P. Turner & Company, LLC ("JP Turner") under which
JP Turner was appointed exclusive placement agent and financial advisor to
SensiVida for a 12 month period from October 1, 2010, the date of execution of
the Placement Agent Agreement. Under the Placement Agent Agreement JP
Turner agreed to use its best efforts to sell between $8,000,000 to $10,000,000
of SensiVida's securities, which JP Turner determined would be through a series
of tranches involving the sale of Series B convertible preferred stock that are
convertible at any time into shares of SensiVida's shares of common stock at an
exercise price of $.35 per share and a three year warrant convertible into 50%
of SensiVida's shares of common stock into which the Series B preferred stock is
initially convertible (the "Offering"). The Placement Agent Agreement
was subject to JP Turner's completion of its due diligence investigation of
SensiVida to JP Turner's satisfaction, a process that was concluded February 3,
2011.
Under the
terms of the Placement Agent Agreement, JP Turner will receive (i) cash
commissions aggregating 10% of the gross proceeds of the
Offering, (ii) a management fee of 3% of the gross
proceeds of the Offering, (iii) an expense
allowance fee of 3% of the gross
proceeds of the Offering for providing certain
services as lead placement agent, (iv) a
five-year warrant to purchase up to 450,000 common
shares of SensiVida’s common stock with an exercise price equal
to the initial conversion price of the Series B Stock issued in the Offering and
(v) a five-year warrant to purchase that number of SensiVida's shares of common
stock equal to 16% of the gross proceeds received by SensiVida through introductions by
JP Turner to purchasers of the securities divided by the initial conversion
price with an exercise price equal to the initial conversion price of the Series
B Stock issued in the Offering.
The Company was also required to pay a $50,000 nonrefundable fee to JP
Turner as required by the Placement Agent Agreement of which it has paid $25,000
and will pay the remaining $25,000 after sales commence.
The
foregoing is a summary of the material terms of the Placement Agent Agreement
which is qualified in its entirety by the Placement Agent Agreement, a copy of
which is attached to this Current Report on Form 8-K and incorporated herein by
reference.
Item
9.01 Exhibits
and Financial Statements.
(d) Exhibits
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10.1
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Placement
Agent Agreement dated September 29, 2010 between SensiVida Medical
Technologies, Inc. and J.P. Turner & Co.,
LLC
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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 thereunto
duly authorized.
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Date:
February 14, 2011
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SensiVida
Medical Technologies, Inc.
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By:
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/s/ Jose Mir
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Jose
Mir
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President
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