Unassociated Document
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): November 6, 2007
MEDICAL
DISCOVERIES, INC
(Exact
Name of Registrant as Specified in Charter)
Utah
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(State
of Incorporation)
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000-12627
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87-0407858
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(Commission
File Number)
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(I.R.S.
Employer Identification
No.)
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6033
W. Century Blvd, Suite 1090, Los Angeles,
California
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90045
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(Address
of Principal Executive
Offices)
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(Zip
Code)
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(801)
582-9583
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(Registrant’s
Telephone Number, Including Area
Code)
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(Former
Name or Former Address, if Changed Since
Last Report)
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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:
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425).
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12).
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b)).
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c)).
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ITEM
1.01 ENTRY
INTO A MATERIAL AGREEMENT
On
November 6, 2007, Medical Discoveries, Inc., a Utah corporation, (the
“Company”),
entered into a securities purchase agreement with two qualified investors for
the sale of 13,000 shares of the Company’s newly created Series B Convertible
Preferred Stock at a per share price of $100 for an aggregate purchase price
of
$1,300,000.
For
a
description of significant terms of the sale, see the discussion under Item
3.02, below, which is incorporated herein by reference.
ITEM
3.02 UNREGISTERED
SALES OF SECURITIES.
Securities
Purchase Agreement
On
November 6, 2007, the Company entered into a Securities Purchase Agreement
(the
“Securities
Purchase Agreement”)
with
two accredited investors (collectively, the “Investors”),
pursuant to which the Company agreed to sell a total of 13,000 shares of its
newly authorized Series B Convertible Preferred Stock (the “Preferred
Shares”)
to the
Purchasers for an aggregate purchase price of $1,300,000 (the “Sale”).
The
Securities Purchase Agreement calls for the Sale to will be effected in two
tranches. On November 9, 2007, the Company sold and issued to the Investors
50%
of the total number of Preferred Shares to be acquired by each Investor in
connection with the Sale (6,500 Preferred Shares) for $650,000; the Investors
are required to purchase the remaining 6,500 Preferred Shares (for $650,000)
on
or before November 23, 2007.
Series
B Convertible Preferred Stock
Pursuant
to the Securities Purchase Agreement, a total of 13,000 shares of Preferred
Shares will be authorized for issuance under a Certificate Of Designation Of
Series
B
Convertible Preferred Stock, which Certificate of Designation defines the
rights, preferences and privileges of the holders of the Preferred Shares and
will be filed with the Secretary of State of the State of Utah prior to closing
the Sale. Each share of the Preferred Shares has a stated price of
$100.
The
Preferred Shares may, at the option of the holder, be converted at any time
or
from time to time into fully paid and non-assessable shares of Common Stock
at
the conversion price then in effect. The number of shares into which one
Preferred Share shall be convertible is determined by dividing $100.00 per
share
by the then existing Conversion Price. The
initial “Conversion Price” per share for the Preferred Shares is $0.11 (subject
to appropriate adjustment for certain events, including stock splits, stock
dividends, combinations, recapitalizations or other recapitalizations affecting
the Preferred Shares).
Pursuant
to the Certificate of Designation, each holder of Preferred Shares shall be
entitled to the number of votes equal to the number of shares of Common Stock
into which the Preferred Shares could be converted on the record date for such
vote, and shall have voting rights and powers equal to the voting rights and
powers of the Common Stock.
In
the event of any dissolution or winding up of the Company, whether voluntary
or
involuntary, holders of each outstanding Preferred Share shall be entitled
to be
paid out of the assets of the Company available for distribution to
shareholders, an amount equal to $100 plus any declared and unpaid dividends
through the payment date for such dividends. The foregoing liquidation
distribution to the holders of the Preferred Shares shall be junior to the
rights of the holders of the Company’s Series A Convertible Preferred Stock,
senior to the Common Stock, and senior to any subsequent series of preferred
stock which
may
be junior in right of preference to the Preferred Shares.
No
dividends are required to be paid to holders of the Preferred Shares. However,
the Company may not declare, pay or set aside any dividends on shares of any
class or series of capital stock of the Company (other than dividends on shares
of Common Stock payable in shares of Common Stock) unless the holders of the
Preferred Shares shall first receive, or simultaneously receive, an equal
dividend on each outstanding share of Preferred Shares.
Other
The
Preferred Shares issued to the Investors were not be registered under the
Securities Act of 1933 (as amended, the “Act”)
and
were issued and sold in reliance upon the exemption from registration contained
in Section 4(2) of the Act and Regulation D promulgated thereunder.
The Preferred Shares may not be reoffered or sold in the United States by the
holders in the absence of an effective registration statement, or valid
exemption from the registration requirements, under the Act.
Copies
of
the Securities Purchase Agreement and the Certificate Of Designation Of Series
B
Convertible Preferred Stock are filed as exhibits to this Current Report on
Form
8-K. The summary of the Securities Purchase Agreement and Certificate Of
Designation Of Series B Convertible Preferred Stock set forth above are
qualified by reference to such exhibits.
ITEM
8.01 OTHER
EVENTS
On
November 13, 2007, the Company filed a press release (the “Press
Release”)
announcing execution of the Securities Purchase Agreement and issuance of
its
newly created Series B Convertible Preferred Stock to the Investors. A copy
of
the Press Release is filed as an exhibit to this Current Report on Form
8-K.
ITEM
9.01 EXHIBITS
Exhibit
No.
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Description
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4.1
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Certificate
Of Designation Of Series B Convertible Preferred Stock
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10.1
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Securities
Purchase Agreement, dated as of November 6, 2007, by and among Medical
Discoveries, Inc. and the Purchasers (as defined
therein)
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99.1
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Press
Release dated November 13, 2007 relating to the Securities Purchase
Agreement
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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.
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MEDICAL
DISCOVERIES, INC. |
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Date: November
13, 2007
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By: |
/s/ RICHARD
PALMER |
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Richard
Palmer |
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President
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EXHIBIT
INDEX
Exhibit
No.
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Description
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4.1
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Certificate
Of Designation Of Series B Convertible Preferred Stock
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10.1
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Securities
Purchase Agreement, dated as of November 6, 2007, by and among
Medical
Discoveries, Inc. and the Purchasers (as defined
therein)
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99.1
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Press
Release dated November 13, 2007 relating to the Securities Purchase
Agreement
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