to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported): December 31, 2012
HEALTH SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
|(State or Other Jurisdiction
7760 France Avenue, South, 11th Floor
Minneapolis, Minnesota 55435
(Address of Principal Executive Offices) (Zip Code)
telephone number, including area code)
(Former name or
former address, if changed since last report)
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:
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
3.02 Unregistered Sales of Equity Securities.
previously disclosed on a Current Report on Form 8-K filed on August 27, 2012 with the Securities and Exchange Commission, Vertical
Health Solutions, Inc. doing business as OnPoint Medical Diagnostics (the “Company”), closed a private placement (the
“Offering”) of convertible promissory notes (the “Notes”) to certain accredited investors (the “Investors”).
The Notes accrue simple interest at a rate of 6% per annum and such interest will be payable upon maturity. Each Note matures
on the third anniversary of the issuance date of such Note.
Notes may be converted at the option of the Investor into shares of the Company’s common stock, par value $0.001 per share
(the “Common Stock”), at a conversion price of $0.25, subject to adjustment as provided in the Notes. The Notes will
automatically convert into shares of Common Stock, at a conversion price of $0.25 upon the earlier of: (i) the sale of the Company’s
capital stock, in one transaction or a series of transactions, for an aggregate sales price of at least $2,500,000 (Notes converting
pursuant to the closing of such a financing will convert at a conversion price equal to the lesser of (a) $0.25 per share and
(b) the price per share paid by the investors purchasing such stock at such first closing); (ii) a change of control of the Company;
and (iii) the Company earning $500,000 or more in gross revenue during any fiscal quarter.
connection with the issuance of the Notes, the Company is also issuing to the Investors ten-year warrants (the “Warrants”)
to purchase one share of Common Stock for every dollar invested in the Notes. The Warrants have an exercise price of $1.25 per
share, subject to adjustment as provided in the Warrants.
August 10, 2012 through September 28, 2012, the Company completed closings of the Offering in the aggregate amount of $906,000
of Notes and 906,000 Warrants for $906,000 in gross proceeds.
October 1, 2012 through December 31, 2012, the Company completed additional closings of the Offering and issued to investors,
including certain members of the Board of Directors (the “Board”) of the Company, an aggregate amount of $487,000
of Notes and 487,000 Warrants for $487,000 in gross proceeds.
transaction was reviewed and approved by the Audit Committee of the Company in accordance with the Company’s Audit Committee
Charter, and a majority of the independent directors of the Board.
securities were issued pursuant to the exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as
amended (the “Securities Act”) and Rule 506 of Regulation D promulgated thereunder. The Company relied on the following
facts in making such exemption available: (i) the offer and sale of these securities was made solely to accredited investors and
therefore did not exceed the maximum purchaser limitation or violate the general solicitation rules; and (ii) all of the securities
have the status of securities acquired in a transaction under Section 4(2) of the Securities Act and cannot be resold without
registration or an exemption therefrom.
copies of the form of Note and the form of Warrant were filed as exhibits to the Company’s Current Report on Form 8-K, filed
on August 27, 2012. The foregoing descriptions of the transactions and any other documents or filings referenced herein are qualified
in their entirety by reference to such exhibits, documents or filings.
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
information contained in Item 3.02 of this Current Report on Form 8-K is incorporated in this Item 2.03 by reference.
9.01 Financial Statements and Exhibits.
of August 2012 Convertible Promissory Note (incorporated herein by reference to Exhibit 4.1 of the Company’s Current
Report on Form 8-K filed on August 27, 2012).|
of August 2012 Warrant (incorporated herein by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K
filed on August 27, 2012).|
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.
|Date: January 8, 2013
||Vertical Health Solutions, Inc
||/s/ William Cavanaugh
||Name: William Cavanaugh
Title: President and Chief