UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
MAY 31, 2007 (MAY 30, 2007)
Date of Report (Date of earliest event reported)
HC INNOVATIONS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-52197 04-3570877
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
Six Corporate Drive, Suite 420
Shelton, CT 06484
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (203) 925-9600
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations 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 MATERIAL DEFINITIVE AGREEMENT.
Beginning on May 22, 2007, HC Innovations, Inc. (the "Company") entered into
Subscription Agreements for the Purchase of Securities (the "Subscription
Agreement") with four (4) accredited investors, including institutional
investors, for the purchase and sale of an aggregate of 1,666,667 shares of the
Company's Common Stock at $3.00 per share ("Common Stock") and Warrants to
purchase 833,333 shares of Common Stock ("Warrants"), for an aggregate of
$5,000,000 in gross proceeds. The Subscription Agreement contains customary
provisions for transactions of this nature and a preemptive rights provision
allowing for these investors to participate in certain future issuances by the
Company for a period of two (2) years. Moreover, the Warrants expire two (2)
years from the date of issuance and have an exercise price of $4.00 per share.
The Company may redeem the Warrants at its option if the Company's Common Stock
has traded at a closing price of at least $6.00 per share for twenty (20)
consecutive trading days. The Company also entered into Registration Rights
Agreements with these investors granting certain piggyback registration rights
for the shares of Common Stock and the shares of Common Stock underlying the
Warrants sold in this offering.
A copy of the Subscription Agreement, Form of Warrant and Registration Rights
Agreement are filed herewith as Exhibits 10.1, 10.2 and 10.3, respectively.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
See Item 1.01 above.
The Company claims an exemption from the registration requirements of the
Securities Act of 1933, as amended (the "Act") for the private placement of
these securities pursuant to Section 4(2) of the Act and/or Rule 506 of
Regulation D promulgated thereunder since, among other things, the transaction
did not involve a public offering, the investors were "accredited investors"
and/or qualified institutional buyers, the investors had access to information
about the Company and its investment, the investors took the securities for
investment and not resale, and the took appropriate measures to restrict the
transfer of the securities.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(c) EXHIBITS.
Exhibit
Number Description
10.1 Form of Subscription Agreement for the Purchase of Securities
between the Company and Certain Accredited Investors, dated May 22,
2007*
10.2 Form of Warrant*
10.3 Form of Registration Rights Agreement between the Company and
Certain Accredited Investors, dated May 22, 2007*
* Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this Current Report on Form 8-K to be
signed on its behalf by the undersigned thereunto duly authorized.
HC INNOVATIONS, INC.
By: /s/ DAVID CHESS, MD
-------------------
Chief Executive Officer and President
May 31, 2007