- Current report filing (8-K)
11 August 2012 - 12:27AM
Edgar (US Regulatory)
8-K
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): August _, 2012
MEDICAL ALARM CONCEPTS HOLDING, INC.
(Exact name of registrant as specified
in its charter)
Nevada
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333-153290
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26-3534190
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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200 West Church Road, Suite B, King of Prussia, PA
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19406
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(Address of principal executive offices)
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(Zip Code)
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(877) 639-2929
(Registrant’s telephone number,
including area code)
Not Applicable
(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 8.01. Other Events
On August 3, 2012, the Company reached an agreement with various
investors in the Corporation who held certain rights to buy common stock in the Corporation (Warrant Holders). The Warrant Holders
and the Company agreed that it is in the best interests of the Warrant Holders, the Corporation and common stockholders to cancel
a total of 60,825,660 million warrants. All of these warrants had strike prices that were below the closing bid price on the day
before the agreement was reached, thus were considered “in the money” warrants.
No compensation of any type was given to Warrant Holders who canceled
their warrant positions.
A press release was issued and an 8K was filed with the Securities
& Exchange Commission on August 6, 2012 indicating these warrants were canceled. The company erroneously listed the number
of cancelled warrants at 61.5 million. The correct number of warrants cancelled was 60,825,660.
The company also indicated in these previous disclosures that the
strike prices of the cancelled warrants were above the current closing price of the common shares. This information was also erroneous.
The strike prices for the cancelled warrants were below the current closing price of the stock and thus all warrants were in the
money as was correctly outlined in the disclosures.
The date the warrants were issued and the number of warrants canceled is detailed below:
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June 8, 2011
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|
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3,658,536
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June 21, 2011
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619,024
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June 21, 2011
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975,609
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July 27, 2011
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1,219,512
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August 1, 2011
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17,926,829
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August 16, 2011
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|
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1,219,512
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August 29, 2011
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731,707
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September 7, 2011
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3,048,780
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September 16, 2011
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20,731,707
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September 21, 2011
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4,444,444
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September 26, 2011
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6,250,000
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Total
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60,825,660
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SIGNATURE
Pursuant to the
requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Date: August __, 2012
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MEDICAL ALARM CONCEPTS HOLDING, INC.
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By:
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/s/ Ronnie Adams
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Ronnie Adams
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Chief Executive Officer
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