SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d)
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
January 7, 2013 (December 19, 2012)
AVRA Surgical Robotics, Inc.
(Exact name of registrant as specified
|(State or other jurisdiction of incorporation)
||(Commission File No.)
||(IRS Employer Identification No.)|
c/o Stamell & Schager, LLP, 1
Liberty Plaza 35th Floor, New York, NY 10006
(Address of Principal
telephone number, including area code)
(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 (see General Instruction
||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))|
On December 19, 2012,
the Company issued and sold (1) an aggregate of 50,000 shares of common stock and (2) a four-year redeemable warrant (the “Warrant”)
to purchase 50,000 shares of common stock, exercisable at an exercise price of $5.00 per share to an accredited investor for an
aggregate purchase price equal to $150,000 pursuant to the terms and conditions of a Securities Purchase Agreement (the “Initial
On December 31, 2012,
the Company issued and sold an aggregate of 10,919,254 shares of common stock to 44 purchasers which are stockholder in an affiliated
entity (the "Original Avra) of the Company pursuant to those certain Securities Purchase Agreements (the “December Purchase
Agreements”) for consideration equal to (1) an aggregate cash purchase price equal to $1,091.92 and (2) for the purpose of
satisfying the intent of the investment by each such purchaser in the Original Avra.
On December 31, 2012,
the Company issued and sold an aggregate of 180,920 shares of common stock to accredited investors for an aggregate purchase price
equal to $550,000 pursuant to the terms and conditions of a Securities Purchase Agreement (the “Subsequent Purchase Agreement”).
The description of
the Initial Purchase Agreement, Warrant, December Purchase Agreements and Subsequent Purchase Agreement in Item 1.01 herein is
intended to be a summary only and is qualified in its entirety by the terms and conditions of the Initial Purchase Agreement, Warrant,
December Purchase Agreements and Subsequent Purchase Agreement, the forms of which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4
to this Current Report on Form 8-K.
Item 3.02 Unregistered Sales of Equity
The information described in Item 1.01 above
is incorporated herein by this reference. As of the date of this filing there are 38,479,238 shares of common stock issued and
On December 31, 2012,
in connection with that certain employment agreement filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed
on August 7, 2012, the Company issued 1,000,000 shares (the "Officer Shares") of common stock at a per share purchase
price equal to $0.0001 to Stephan Sagolla, the Chief Executive Officer and Bernd Gombert, the Chief Scientist and Technical Officer,
of the Company.
sale and issuance of the securities as described in Item 1.01 above and the Officer Shares are exempt from registration under the
Securities Act of 1933, as amended (the Securities Act”) in reliance on Section 4(2) and/or Rule 506 of Regulation D under
the Securities Act. The securities were offered and on the representations of the person acquiring
such securities, which included, in pertinent part, that it was an "accredited investor", and that it was acquiring such
securities for investment purposes for its own account, and not with a view to resale or distribution, and that it understood such
securities are subject to the restrictions on transfer as set forth in the Securities Act and the rules promulgated thereunder
by the Securities and Exchange Commission.
No brokers or finders
were used and no commissions or other fees have been paid by the Company in connection with the sales of securities described in
this Current Report on Form 8-K.
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers
The information described in Item 3.02 with
respect to the Officer Shares is incorporated herein by this reference.
Statements and Exhibits
Form of Initial Purchase Agreement, dated
December 19, 2012.
Form of Warrant, dated December 19, 2012.
Form of December Purchase Agreement, dated December 31, 2012.
Form of Subsequent Purchase Agreement, dated December 31, 2012.
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
||AVRA SURGICAL ROBOTICS, INC.|
|Date: January 7, 2013
||/s/ Barry F. Cohen|
||Barry F. Cohen, President|