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| VSCI > SEC Filings for VSCI > Form 8-K on 26-Jul-2012 | All Recent SEC Filings |
26-Jul-2012
Entry into a Material Definitive Agreement, Results of Operations and Fi
On July 25, 2012, the chairman of Vision-Sciences, Inc. (the "Company"), Lewis C. Pell (the "Lender"), agreed to lend the Company an additional $5 million pursuant to the terms of a new promissory note (the "Note"). This Note bears interest at the rate of 7.5% and is repayable on or before November 9, 2014. The Company may elect to cause the Lender to convert and exchange any outstanding principal amount under the Note prior to the maturity date into shares of equity capital stock of the Company as part of any future sale of equity capital stock of the Company to third parties, at the same price and on the same other terms and conditions that such equity capital stock is sold to third parties. No warrants were issued to the Lender in connection with the Note.
The Company also reached an agreement to modify its existing purchase agreement dated as of April 27, 2012 (the "Purchase Agreement") with Lincoln Park Capital Fund, LLC ("LPC") to, among other things, create a threshold price of $3.00 for the sale of Vision-Sciences' common stock to LPC, as calculated pursuant to the formula provided in the Purchase Agreement. A copy of the modification agreement is attached hereto as Exhibit 10.1 and made a part hereof.
On July 26, 2012, the Company issued a press release regarding the Company's financial results for its first quarter ended June 30, 2012. A copy of the Company's press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
On July 26, 2012, the Company held its 2012 Annual Meeting of Stockholders ("Annual Meeting"). Each proposal subject to a vote at the Annual Meeting was described in detail in the Company's 2012 Proxy Statement. With respect to each of the proposals, the Company's stockholders voted as indicated below.
1. Election of Directors (Proposal 1)
For Against Abstentions Broker Non-Votes David W. Anderson 24,144,803 0 0 15,525,650 Warren Bielke 23,417,411 0 0 15,525,650 Lothar Koob 23,656,262 0 0 15,525,650
2. Ratification of the Audit Committee's appointment of EisnerAmper LLP as the Company's independent registered public accounting firm for 2012 (Proposal 2)
For Against Abstentions 39,735,437 295,460 235,994
3. Approval of an Amendment to the Company's 2007 Stock Incentive Plan
(Proposal 3)
For Against Abstain Broker Non-votes 23,096,487 1,600,809 43,945 15,525,650
There was no other business voted upon at the Annual Meeting.
(d) Exhibits.
10.1 Modification Agreement, dated July 26, 2012, by and between Vision-Sciences, Inc. and Lincoln Park Capital Fund, LLC.
99.1 Press release dated July 26, 2012 announcing the financial results for the three months ended June 30, 2012.
This information contained in Item 2.02 herein and Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act whether made before or after the date of this Current Report, except as shall be expressly set forth by specific reference in such a filing.
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