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 15, 2016
TechCare Corp.
(Exact Name of Registrant
as Specified in its Charter)
Commission File No.: 333-168527
| Delaware | 98-0663823 |
| (State of Incorporation) | (I.R.S. Employer Identification No.) |
| 23 Hamelacha Sreet, Park Afek, Rosh Ha'ain, Israel | 4809173 |
| (Address of Registrant's Office) | (ZIP Code) |
Registrant's Telephone Number, including area code: +972 3 750 3060
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):
¨ 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))
Item 3.02 Unregistered Sales of Equity Securities.
On January 19, 2017, TechCare Corp., f/k/a BreedIT Corp. (the "Registrant") issued and sold a total of 1,242,236 restricted shares of the Registrant's common stock, par value $0.0001 per share, for total consideration of $600,000 or $0.483 per share, as set forth below:
| Name of Issuee | Date of Issuance | Number of Shares | Consideration | Price Per Share | Bases for Issuance |
| YMY Industry Ltd. (1) | 01/19/2017 | 207,039 | $100,000 | $0.483 | Subscription Agreement |
| Marius Nacht (2) | 01/19/2017 | 1,035,097 | $500,000 | $0.483 | Subscription Agreement |
| Total | 1,242,236 | $600,000 |
(1) The control person of YMY Industry Ltd., organized under the laws of
the State of Israel, is Mr. Zvi Yemini, Chairman and CEO of the Registrant
and a resident of Israel.
(2) Mr. Marius Nacht, Co-Founder and Chairman
of Checkpoint Software Technologies Ltd, an Israeli-based company (NASDAQ:
CHKP), is a resident of Israel.
The Registrant's issuance of the
above-referenced restricted shares, without registration under the
Securities Act of 1933, as amended (the "Act"), was in reliance upon the
exemptions contained in Regulation S promulgated by the United States
Securities and Exchange Commission (the "SEC") and Section 4(2) of the Act.
The Issuees are not "U.S. Persons," as that term is defined in Rule 902 of
Regulation S, and both are "accredited investors," as that term is defined
in Rule 501 of Regulation D.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.| TechCare Corp. | ||
| By: | /s/ Zvi Yemini | |
| Name: | Zvi Yemini | |
| Title: | Chief Executive Officer |
Date: January 24, 2017