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SVFC > SEC Filings for SVFC > Form 8-K on 25-Jan-2013All Recent SEC Filings




Entry into a Material Definitive Agreement, Financial Statements an

Item 1.01 Entry into a Material Definitive Agreement.

Item 3.01 Unregistered Sale of Equity Securities

On December 31, 2012, Intellicell Biosciences, Inc. (the "Company") entered into securities purchase agreements with two purchasers that qualified as accredited investors, as defined in Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to which the Company sold the investor 250,000 units, each unit consisting of two (2) shares of the Company's common stock, par value $0.001 per share (the "Common Stock") and a warrant to purchase a share of common stock (collectively, the "Warrant"), for aggregate gross proceeds of $75,000. The Warrant is exercisable for a period of five years from the date of issuance at an initial exercise price of $0.45, subject to adjustment. The exercise price of the Warrant is subject to customary adjustments for stock splits, stock dividends, recapitalizations and the like.

At any time after the filing of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012, if the Company shall receive a written request from investors holding not less than fifty-one percent (51%) of the shares of Common Stock in the Units purchased in the offering that the Company file a registration statement under the Securities Act covering the registration of the shares of Common Stock issuable upon exercise of the Warrants and the shares of Common Stock purchased pursuant to this Offering as part of the Units (the "Registrable Securities"), then the Company shall, within ten days of the receipt of such request, give written notice of such request to all investors, and as expeditiously as commercially possible file a registration statement on Form S-1 under the Securities Act registering all of the Registrable Securities that the investors request to be registered. The Company shall not be required to effect a registration (i) after the Company has effected one demand registration requested by the investors, (ii) after the third (3rd) anniversary of the final closing or (iii) during the period starting with the date 30 days prior to the Company's good faith estimate of the date of filing of, and ending on the date 180 days following the effective date of the registration statement pertaining to an underwritten public offering of the Company's securities. Until the third anniversary of the final closing, the Company shall be required to file a registration statement registering all of the Registrable Securities as soon as commercially possible if the Company shall fail for any reason to satisfy the current public information requirement under Rule 144(c) promulgated under the Securities Act.

The investors have contractually agreed to restrict its ability to exercise their Warrant such that the number of shares of the Company common stock held by the investor and its affiliates after such exercise does not exceed 9.99% of the Company's then issued and outstanding shares of Common Stock.

The securities sold in the private placement were not registered under the Securities Act, or the securities laws of any state, and were offered and sold in reliance on the exemption from registration afforded by Section 4(2) and Regulation D (Rule 506) under the Securities Act and corresponding provisions of state securities laws, which exempt transactions by an issuer not involving any public offering. The investors are each an "accredited investor" as such term is defined in Regulation D promulgated under the Securities Act. This current report shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from the registration requirements and certificates evidencing such shares contain a legend stating the same.

The foregoing information is a summary of the agreements involved in the transaction described above, is not complete, and is qualified in its entirety by reference to the full text of such agreements, a copy of which are attached as an exhibit to this Current Report on Form 8-K. Readers should review such agreements for a complete understanding of the terms and conditions associated with this transaction.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The exhibits listed in the following Exhibit Index are filed as part of this report.

4.1 Form of Warrant issued to the Investors (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC on November 21, 2012 and incorporated herein by reference).

10.1   Form of subscription agreement by and among Intellicell Biosciences, Inc.
       and the Investors (filed as Exhibit 10.1 to the Company's Current Report on
       Form 8-K filed with the SEC on November 21, 2012 and incorporated herein by

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