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UGHS > SEC Filings for UGHS > Form 8-K on 30-Dec-2013All Recent SEC Filings




Entry into a Material Definitive Agreement, Material Modif

ITEM 1.01 Entry Into Material Definitive Agreement

Amendments to Certificate of Designation of Series C Preferred Stock and Warrants

As previously disclosed, University General Health System, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Securities Purchase Agreement"), dated as of April 30, 2012, with institutional investors (the "Purchasers") for the private issuance and sale by the Company to the Purchasers of (i) an aggregate of 7,616 shares of the Company's Series C Variable Rate Convertible Preferred Stock ("Preferred Shares") and (ii) warrants to purchase a number of shares of the Company's Common Stock equal to 100% of the shares of Common Stock underlying the Preferred Shares issued to the Purchasers pursuant to the Securities Purchase Agreement.

On December 26, 2013, the Company executed and filed an amendment (the "Amendment") to the Certificate of Designation of Preferences, Rights and Limitations of the Preferred Stock (the "Certificate of Designation"). Pursuant to the Amendment, the Company eliminated the adjustment to the conversion price based on the Company's net income for the 2012 fiscal year by amending and modifying Section 7(f) of the Certificate of Designation. Each of the holders of the Preferred Stock has consented to the Amendment.

On December 27, 2012, the Company and each holder of the Warrants entered into a Third Amendment to Warrants (the "Third Amendment to Warrants"). Pursuant to the Third Amendment, the Company eliminated the adjustment to the exercise price based on the Company's net income for the 2012 fiscal year by amending and modifying Section 3(f) of the Warrants.

The foregoing descriptions of the Amendment and the Third Amendment to Warrants do not purport to be complete and are qualified in their entirety by reference to the full text of such documents Copies of the form of the Amendment and Third Amendment to Warrant are attached as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

ITEM 3.03 Material Modification to Rights of Security holders.

The disclosure provided above in item 1.01 is incorporated by reference into this Item 3.03.

ITEM 9.01. Financial Statements and Exhibits

(d) Exhibits


            4.1       Form of Amendment to Certificate of Designation

            4.2       Form of Third Amendment to Warrants

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