LCDX Caliber Imaging and Diagnostics Inc (CE)

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

 

Date of Report (Date of Earliest Event Reported): June 5, 2014

 

LUCID, INC.

(Exact name of registrant as specified in its charter)

 

New York	001-35379	16-1406957
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

 

50 Methodist Hill Drive, Suite 1000, Rochester, NY	14623
(Address of principal executive offices)	(Zip Code)

 

Registrant’s telephone number, including area code:     (585) 239-9800

 

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:

 

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	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.

 

On June 5, 2014, L. Michael Hone, the Chief Executive Officer and a Director of Lucid, Inc. d/b/a Caliber Imaging & Diagnostics (the "Corporation") entered into a subscription agreement with the Corporation (the "Subscription Agreement") to subscribe for 200,000 shares of Common Stock, par value $0.01 per share, of the Corporation, at a purchase price of $1.00 per share or for consideration of $200,000 in the aggregate. Pursuant to the Subscription Agreement, Mr. Hone may be entitled to additional shares of Common Stock and a warrant in the event of a Qualified Financing (as defined in the Subscription Agreement).

 

The foregoing description of the Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Subscription Agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

 

Item 3.02

Unregistered Sales of Equity Securities.

 

The information included or incorporated by reference in Item 1.01 of this Current Report on Form 8-K with respect to the Subscription Agreement is incorporated by reference into this Item 3.02. The securities under the Subscription Agreement are offered and sold by the Corporation pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, provided by Section 4(a)(2) and/or Regulation D promulgated thereunder, as a transaction not involving a public offering.

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number		Description
10.1		Subscription Agreement dated June 5, 2014

SIGNATURE

 

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.

 

	LUCID, INC.
Date: June 9, 2014	By:	/s/ Richard C. Christopher
		Richard C. Christopher
		Chief Financial Officer

EXHIBIT INDEX

Exhibit Number		Description
10.1		Subscription Agreement dated June 5, 2014

Exhibit 10.1

 

June 5, 2014

 

Caliber Imaging and Diagnostics

(a/k/a Lucid Inc.)

50 Methodist Hill Drive, Suite 1000

Rochester, NY 14623

 

Re:          Subscription for Shares of Common Stock

Ladies and Gentlemen:

 

The undersigned (the “Undersigned”) hereby subscribes for 200,000 shares (the “Shares”) of Common Stock, par value $0.01 per share, of Caliber Imaging and Diagnostics (a/k/a Lucid Inc.), a New York corporation (the “Corporation”), at a purchase price of $1.00 per share or for consideration of $200,000 in the aggregate (the “Aggregate Purchase Price”). As of the date hereof, the last reported trade of the Corporation’s Common Stock was at $0.65 per share (the “Current FMV”).

 

In the event of a Qualified Financing (as defined below), if the purchase price per share of the Common Stock sold by the Corporation in such Qualified Financing (the “Qualified Financing Price”) is less than $1.00 per share, the Corporation shall issue to the Undersigned additional shares of Common Stock (the “Additional Shares”) computed using the following formula (rounded to the nearest whole share):

 

X = [Y/(1-(A-B))] - Z

 

where:

 

X = the Additional Shares to be issued to the Undersigned

Y = the Aggregate Purchase Price

Z = the number of Shares originally purchased hereunder

A = $1.00 per share

B = the greater of the Current FMV or the Qualified Financing Price

 

The term “Qualified Financing” shall mean any institutional or other financing for the account of the Corporation involving the issuance and sale of shares of Corporation’s “equity securities” (as defined in the Securities Exchange Act of 1934, as amended, and excluding evidences of indebtedness not convertible into voting securities) which occurs on or before November 1, 2014 and at which time the aggregate gross proceeds received (or commitments for amounts to be received) by the Corporation (excluding conversion of all outstanding notes issued by the Corporation convertible at such event) equals or exceeds $6 million.

 

In addition, in the event the Qualified Financing includes the issuance of warrants to the investors therein, then the Corporation shall also issue to the Undersigned, for no additional consideration, a warrant (on terms identical to the warrants issued to such investors) to purchase a Proportionate Number of shares of Common Stock. The term “Proportionate Number” shall mean the number of warrant shares an investor in the Qualified Financing would receive (without regard to required minimum investment amounts or investment increments) if they invested in the Qualified Financing an amount equal to the Aggregate Purchase Price.

For example, if pursuant to the terms of the Qualified Financing, an investor therein purchases, for an aggregate price of $26,000, 40,000 shares of Common Stock and receives a warrant to purchase an additional 20,000 shares of Common Stock, then the Undersigned would receive an additional 107,692 shares of Common Stock ([$200,000 ÷ (1- ($1.00 - $.65))] – 200,000 = ($200,000/ $.65) – 200,000 = 307,692 – 200,000 = 107,692) and would receive a warrant to purchase 153,846 shares of Common Stock (307,692 x = 153,846).

 

All of the Shares and Additional Shares (if any) so received will be taken by the Undersigned for the Undersigned’s own account as an investment and not with a view to the distribution thereof.

 

It is understood that the Corporation will issue the Shares and Additional Shares (if any) without their registration under the Securities Act of 1933, as amended (the “Act”); therefore, the Shares and Additional Shares (if any) may not be resold or transferred unless they are registered under the Act or unless an exemption from registration is available.

 

[Remainder of Page Intentionally Left Blank]

Very truly yours,

 

/s/ L. Michael Hone

L. Michael Hone

 

AGREED AND ACKNOWLEDGED:

  

CALIBER IMAGING & DIAGNOSTICS

(a/k/a LUCID INC.)

  

By: /s/ William J. Shea

Name: William J. Shea

Title: Chairman of the Board of Directors