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): August 4, 2011
Vantage Health
(Exact name of registrant as specified in its charter)
Nevada 333-168930 98-0659770
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
11400 West Olympic Boulevard, Suite 640
Los Angeles, CA 90064-1567
(Address of principal executive offices)
Registrant's telephone number, including area code
310-477-5811
(Former name or former 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:
[ ] 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 communication pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communication pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.133-4(c))
FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K (the "Current Report") contains
forward-looking statements that involve risks and uncertainties. Forward-looking
statements in this document include, among others, statements regarding our
capital needs, business plans and expectations. Such forward-looking statements
involve assumptions, risks and uncertainties regarding, among others, the
success of our business plan, availability of funds, government regulations both
in the United States and internationally, operating costs, our ability to
achieve significant revenues, our business model and products and other factors.
Any statements contained herein that are not statements of historical fact may
be deemed to be forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as "may", "will", "should",
"expect", "plan", "intend", "anticipate", "believe", "estimate", "predict",
"potential" or "continue", the negative of such terms or other comparable
terminology. In evaluating these statements, you should consider various
factors, including the assumptions, risks and uncertainties set forth in reports
and other documents we have filed with or furnished to the Securities and
Exchange Commission (the "SEC"). These factors or any of them may cause our
actual results to differ materially from any forward-looking statement made in
this document. While these forward-looking statements, and any assumptions upon
which they are based, are made in good faith and reflect our current judgment
regarding future events, our actual results will likely vary, sometimes
materially, from any estimates, predictions, projections, assumptions or other
future performance suggested herein. The forward-looking statements in this
document are made as of the date of this document and we do not intend or
undertake to update any of the forward-looking statements to conform these
statements to actual results, except as required by applicable law, including
the securities laws of the United States.
Unless otherwise indicated, in this Form 8-K, references to "we," "our,"
"us," the "Company," "Vantage" or the "Registrant" refer to Vantage Health.
ITEM 3.03 MATERIAL MODIFICATIONS TO RIGHTS OF SECURITY HOLDERS
On June 30, 2010, Vantage Health completed the sale of warrants entitling
the holders of the warrants to purchase 7,859,375 shares of our common stock at
a strike price of $3.00 per share. The warrants were sold by us in an offering
that was exempt from registration under Regulation S and Regulation D of the
Securities Act of 1933. The shares of common stock underlying the warrants were
registered on a Registration Statement on Form S-1 that was declared effective
on February 3, 2011.
On August 4, 2011 the Board of Directors of Vantage Health passed a
resolution reduced the exercise price of the warrants from $3.00 per share to
$.05 per share. The resolution is effective immediately. The purpose of the
reduction in the exercise price was to encourage holders of the warrants to
exercise their conversion rights so as to generate working capital of up to
$392,269 which is needed by the Company to assist it in implementing its
business plan.
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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.
Vantage Health
a Nevada corporation
Dated: August 4, 2011 /s/ Lisa Ramakrishnan
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Dr. Lisa Ramakrishnan
Chief Executive Officer and Chief Financial Officer
