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ADMD > SEC Filings for ADMD > Form 8-K on 24-Apr-2013All Recent SEC Filings

Show all filings for ADVANCED MEDICAL ISOTOPE CORP | Request a Trial to NEW EDGAR Online Pro



Entry into a Material Definitive Agreement, Unregistered Sale of Eq

Item 1.01. Entry into a Material Definitive Agreement.

On April 18, 2013 ("Closing Date"), Advanced Medical Isotope Corporation (the "Company") sold and issued 2,857,142 shares of the Company's common stock (the "Common Stock") at $0.105 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 October 18, 2015, to purchase up to 7,142,855 shares of the Company's common stock ("Common Stock") at $0.15 per share in cash. In connection with this offering, the Company entered into a Registration Rights Agreement and agreed to file a Form S-1 within 60 days of the Closing Date to register the Common Stock issued to the Investor, the shares of Common Stock issuable upon exercise of the Warrants, and the Common Stock issued to the placement agent, as well as the common stock and common stock underlying warrants issued in the offering that was completed on March 1, 2013 that was previously reported on a Form 8-K. The foregoing description of the Agreement, the Warrant and the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to a form copy of the Agreement which is included as an exhibit to this Current Report on 8-K and are incorporated into this Item by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The disclosure in Item 1.01 is incorporated herein by reference. At the Closing, the Company received gross proceeds of $300,000 and net proceeds of $270,000 after brokerage commissions. The Company also issued 285,714 warrants as part of the payment to the placement agent. 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 will be effected without using any form of general advertising or general solicitation as such terms are used in Regulation D.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Number Name and/or Identification of Exhibit
10.1 Form of Securities Purchase Agreement

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