UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
February 20, 2007
MEDICAL SOLUTIONS MANAGEMENT INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Nevada | | 000-13858 | | 86-0214815 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
237 Cedar Hill Street
Marlboro, MA 01752
(Address of principal executive offices) (Zip Code)
(508) 597-6300
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| | ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into a Definitive Material Agreement.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under a Off-Balance Sheet Arrangement of a Registrant.
On February 20, 2007, the Registrant entered into a note purchase agreement with Vicis Capital Master Fund (“Vicis”) pursuant to which the Registrant issued a promissory note in the principal amount of $450,000 in favor of Vicis. The maturity date of the note is April 30, 2007. Interest accrues under the note at the rate of 5% per annum. The Registrant is not permitted to prepay principal or interest under the note. In the event the Registrant does not repay all outstanding principal and interest under the note on or before April 30, 2007, the maturity date of the note will be extended to June 30, 2007 and the Registrant will be obligated to issue to Vicis a warrant to purchase 3,000,000 shares of the Registrant’s common stock, which warrant will have an exercise price of $2.00 per share (subject to adjustment upon the occurrence of certain events) and will be exercisable for 5 years.
Under the note purchase agreement, the note, as well as promissory notes in the aggregate principal amount of $600,000 made by the Registrant in favor of Vicis on December 29, 2006 and January 18, 2007, automatically convert into a convertible senior secured debenture to be sold by the Registrant in connection with a future debt financing on the terms and conditions of such financing. Upon such conversion, the Registrant shall have no obligations under the note or such other promissory notes (including any obligation to issue warrants to purchase shares of the Registrant’s common stock).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 21, 2007
MEDICAL SOLUTIONS MANAGEMENT INC.
By:/s/ Brian Lesperance
Brian Lesperance
President
