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”
or “we”).
Item
3.02.
Unregistered Sale
of Equity Securities
On
December 7, 2007, the Company completed the closing of a placement (the
“Placement”) of $4.7 million of its securities to ten investors (the
“Investors”). The securities consisted of (i) 78,334 shares of newly
designated Series F Convertible Preferred Stock (the “Series F Preferred
Stock”), initially convertible into 7,833,400 shares of common stock, par value
$0.01 per share (the “Common Stock”), and (ii) Warrants to purchase 3,133,360
shares of Common Stock at an exercise price of $0.80 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 F Preferred Stock
and
exercise of their Warrants. The registration statement is to be filed
within 45 days of the closing, and be declared effective by the U.S. Securities
and Exchange Commission by the 120th day following
the
closing, which period may be extended to 150 days or later upon certain events.
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 $4.4 million after placement fees
and
expenses, will be utilized for working capital and general corporate
purposes.
As
part
of the Placement, in addition to its cash fee, the placement agent was
granted warrants to purchase an aggregate of 400,000 shares of Common Stock
at
an exercise price of $0.85 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, and the fact that restrictive legends
were placed on the certificates for the Series F 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 other Exhibits
filed
with this report.
Item
9.01. Financial
Statements and Exhibits
(d) Exhibits
|
3.1
|
Certificate
of Designations, Preferences and Rights of Series F Convertible
Preferred
Stock, filed on December 6, 2007 with the Secretary of State of
Delaware.
|
|
4.1
|
Form
of Warrant issued to the Investors in the December 2007
placement.
|
|
4.2
|
Placement
Agent Warrant Agreement, dated December 6,
2007.
|
|
10.1
|
Purchase
Agreement (without schedules), dated December 6, 2007, by and among
the
Company and the Investors thereto.
|
|
10.2
|
Registration
Rights Agreement, dated December 6, 2007, by and among the Company
and the
Investors thereto.
|
|
99.1
|
Press
Release, dated December 10, 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.