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Quotes & Info
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| CHCR.OB > SEC Filings for CHCR.OB > Form 8-K on 5-Sep-2008 | All Recent SEC Filings |
5-Sep-2008
Entry into a Material Definitive Agreement, Creation of a Direct Financia
On September 3, 2008, Comprehensive Care Corporation ("CompCare") entered into a Purchase Agreement ("Agreement") with Harry Ross ("the Purchaser"). Pursuant to the Agreement, the Purchaser purchased 200,000 CompCare common shares and a $200,000 convertible promissory note ("the Note") for the aggregate consideration of $250,000. CompCare intends to use the net proceeds from the sale of the securities hereunder for working capital and general corporate purposes. Item 2.03 below describes the Note. A copy of the Agreement is attached hereto as Exhibit 10.1. As a result of the transaction, Mr. Ross owns 1,200,000 shares of CompCare common stock or approximately 14.9% of the total number of shares outstanding (2,000,000 shares or approximately 22.7% of the total number of shares outstanding if the Note is converted in full).
Under the Agreement as mentioned in Item 1.01, the Note has a principal amount of $200,000 and is convertible into CompCare common stock at the rate of $0.25 per share. The Note matures August 31, 2011 and bears interest at the rate of 8.5% per annum payable monthly in arrears. The Note shall be convertible into shares of Common Stock at the option of the Purchaser, in whole or in part, at any time and from time to time as long as the Note is outstanding. A copy of the Note is attached hereto as Exhibit 10.2.
Item 3.02. Unregistered Sale of Security Securities.
The CompCare common shares, and the shares which may be issued upon conversion of the Note, were sold to the Purchaser in a private transaction not involving a public offering. Based on certain representations and warranties of the Purchaser in the Agreement, CompCare relied on Section 4(2) of the Securities Act for an exemption from the registration requirements of the Securities Act. The CompCare common shares purchased and the shares of common stock issuable upon conversion of the Note, in whole or in part, have not been registered under the Securities Act of 1933, as amended, and may not be sold in the United States absent registration or an applicable exemption from registration requirements.
(d) Exhibits.
10.1 Purchase Agreement dated September 3, 2008 between Comprehensive Care
Corporation and Harry Ross.
10.2 Convertible Promissory Note dated September 3, 2008 between Comprehensive
Care Corporation and Harry Ross.
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