N/A
|
(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 Material Definitive Agreement
See
“Item
3.02. Unregistered Sale of Equity Securities” below for description of the
material definitive agreements entered into by Caprius, Inc., a Delaware
corporation (the “Company”).
Item
3.02. Unregistered
Sale of Equity Securities
On
March
1, 2007, the Company closed a placement (the “Placement”) of $2.5 million of its
securities to four institutional investors (the “Investors”). The securities
consisted of (i) 10,000 shares of Series E Convertible Preferred Stock
(the
“Series E Preferred Stock”), initially convertible into 6,250,000 shares of
common stock, par value $0.01 per share (the “Common Stock”), and (ii) Warrants
to purchase 3,125,000 shares of Common Stock at an exercise price of $0.50
per
share (subject to adjustment) and exercisable for a period of five years.
As
part
of the Placement, we entered into Registration Rights Agreements with the
Investors pursuant to which we agreed to file a registration statement
under the
Securities Act of 1933, as amended (the “Securities Act”), for the resale of the
Common Stock receivable upon conversion of their Series E Preferred Stock
and
exercise of their Warrants. The registration statement is to be filed within
30
days of the closing, and be declared effective by the U.S. Securities and
Exchange Commission (the “SEC”) by the 90th
day
following the closing, which may be extended to 120 days. If we cannot
meet
these deadlines, then we will be obligated to pay certain specified liquidated
damages amounts to the Investors under the Registration Rights Agreement.
The
net
proceeds of the Placement, estimated at $2,350,000 after placement fees
and
expenses, will be utilized for working capital and general corporate purposes,
plus repayment of a $100,000 bridge loan.
As
part
of the Placement, we had paid to the placement agent and financial advisor
fees
of $71,000 and granted to them warrants to purchase an aggregate of 182,500
shares of Common Stock at an exercise price of $0.60 per share (subject
to
adjustment) and exercisable for a period of five years.
The
offer
and sale of the securities in the Placement was claimed exempt from the
registration provisions of the Securities Act by reason of Section 4(2)
thereof
and Regulation D thereunder. Management made its determination of the
availability of such exemption based upon the facts and circumstances
surrounding the Placement, including the representations and warranties
made by
the Investors in the Purchase Agreement for the Placement and in Investor
Questionnaires, and the fact that restrictive legends were placed on, and
stop
orders placed against, the certificates for the Series E Preferred Stock
and the
related Warrants.
For
more
information regarding the Placement summarized above, reference is made
to the
press release we issued after closing the Placement and the Exhibits, including
the press release, filed with this report.
Item
5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain
Officers; Compensatory Arrangement of Certain Officers
(a)
On
February 23, 2007, Dr. Jeffrey L. Hymes resigned as a member of our Board
of
Directors and also as a member of the Compensation Committee thereof. Dr.
Hymes
recently entered into a new business arrangement which precludes him from
continuing to be a director of the Company; however, he will become an
advisor
to the Company and a member of any outside advisory committee our Board
of
Directors may establish in the future.
(b)
On
February 23, 2007, George Aaron resigned as Chairman of the Board, but
remains a
member of the Board of Directors. He also became Executive Vice
President-International Business Development.
(c) On
February 23, 2007, Dwight Morgan was elected Chairman of the Board, in
addition
to his positions as President, Chief Executive Officer and a director.
See our
Forms 8-K filed on November 17, 2006 and January 29, 2007 for information
about
Mr. Morgan’s other corporate positions.
(d) On
February 23, 2007, the Board of Directors elected Roger W. Miller a director
of
the Company to fill the vacancy created by the resignation of Dr. Hymes.
Mr.
Miller has been a financial consultant for more than the past five
years.
Mr.
Miller is not related to nor has any relationship with any of our current
executive officers or directors. Mr. Miller is serving as a director at
the
request of Special Situation Funds, our principal stockholder.
Item
9.01. Financial
Statements and Exhibits
(d) Exhibits
|
3.1
|
Certificate
of Designations, Preferences and Rights of Series E Convertible
Preferred
Stock, filed on February 27, 2007 with the Secretary of State
of
Delaware.
|
|
4.1
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Form
of Warrant issued to the Investors in the 2007
placement.
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|
4.2
|
Placement
Warrant Agreement, dated as of March 1, 2007, for 70,000 shares
of Common
Stock.
|
|
4.3
|
Warrant
Agreement, dated as of March 1, 2007, for 112,500 shares of
Common
Stock.
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|
10.1
|
Purchase
Agreement (without schedules), dated as of February 27, 2007,
by and among
the Company and the Investors
thereto.
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|
10.2
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Registration
Rights Agreement, dated as of March 1, 2007, by and among the
Company and
the Investors thereto.
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|
10.3
|
Letter
Agreement, dated February 27, 2007, between the Company and
Vision
Opportunity Master Fund Ltd..
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|
99.1
|
Press
Release, dated March 1, 2007.
|
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 thereunto
duly authorized.
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|
|
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CAPRIUS,
INC. |
|
|
|
Date:
March
1, 2007 |
By: |
/s/ Jonathan
Joels |
|
Jonathan
Joels |
|
Chief
Financial Officer |
Exhibit
Index