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| ADMD > SEC Filings for ADMD > Form 8-K on 7-Mar-2013 | All Recent SEC Filings |
7-Mar-2013
Entry into a Material Definitive Agreement, Unregistered Sale of Eq
On March 1, 2013 ("Closing Date"), Advanced Medical Isotope Corporation (the "Company") sold and issued 3,333,333 shares of the Company's common stock (the "Common Stock") at $0.15 per share to Brookline Special Situations Fund (the "Investor") pursuant to the terms of a Stock Purchase Agreement (the "Agreement"). The Agreement contains customary representations, warranties and agreements by the Company. The Investor also received warrants (the "Warrants"), exercisable until March 1, 2015, to purchase up to 5,000,000 shares of the Company's common stock ("Common Stock") at $0.175 per share in cash. The foregoing description of the Agreement and the Warrant does not purport to be complete and is qualified in its entirety by reference to a form copy of the Agreement (which includes a form of the Warrant) which is included as an exhibit to this Current Report on 8-K and incorporated into this Item by reference.
The disclosure in Item 1.01 is incorporated herein by reference. At the Closing Date, the Company received gross proceeds of $500,000 and net proceeds of $450,000 after brokerage commissions. The Company also issued 500,000 Warrants as part of the payment to the broker. The proceeds from the sale of the securities shall be used for working capital purposes.
The securities offered and described above have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The issuance of the securities in the transaction described above will be effected without registration under the Securities Act in reliance on Section 4(2) thereof or Rule 506 of Regulation D thereunder based on the status of the Investor as an accredited investor as defined under the Securities Act, and such transaction was effected without using any form of general advertising or general solicitation as such terms are used in Regulation D.
(d) Exhibits.
Exhibit
Number Name and/or Identification of Exhibit
10.1 Form of Securities Purchase Agreement (including Form of Warrant)
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