0001477932-16-009112.txt : 20160321 0001477932-16-009112.hdr.sgml : 20160321 20160321161215 ACCESSION NUMBER: 0001477932-16-009112 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160316 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20160321 DATE AS OF CHANGE: 20160321 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RenovaCare, Inc. CENTRAL INDEX KEY: 0001016708 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 980170247 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30156 FILM NUMBER: 161518828 BUSINESS ADDRESS: STREET 1: 430 PARK AVE. STREET 2: SUITE 702 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (800) 755-5815 MAIL ADDRESS: STREET 1: 430 PARK AVE. STREET 2: SUITE 702 CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: Janus Resources, Inc. DATE OF NAME CHANGE: 20110110 FORMER COMPANY: FORMER CONFORMED NAME: ENTHEOS TECHNOLOGIES INC DATE OF NAME CHANGE: 20001002 FORMER COMPANY: FORMER CONFORMED NAME: WHATSONLINE COM INC DATE OF NAME CHANGE: 19990722 8-K 1 rcar_8k.htm FORM 8-K rcar_8k.htm

 

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

 

March 16, 2016

Date of Report (Date of earliest event reported)

 

RenovaCare, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada

(State or other jurisdiction of incorporation)

 

000-30156

(Commission File Number)

 

98-0384030

(I.R.S. Employer Identification No.)

 

430 Park Ave.

Suite 702

New York, New York 10022

(Address of principal executive offices)

 

(800) 755-5815

(Registrant's telephone number, including area code)

 

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):

 

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))

 

 
 

Section 1 – Registrant's Business and Operations

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On March 16, 2016, RenovaCare, Inc. (the "Company") entered into a stock option agreement (the "Bold Stock Option Agreement") with Thomas Bold, the Company's President & CEO, pursuant to which it issued to Mr. Bold an option to purchase up to 60,000 shares (the "Bold Option Shares") of the Company's common stock at an exercise price of $1.91 per share, the closing price of the Company's common stock as quoted on the OTC Markets Group Inc. QB tier on March 15, 2016. Pursuant to the terms of the Bold Stock Option Agreement, the Bold Option Shares vest immediately on the grant date, may be exercised on a "cashless basis" using the formula contained therein and are further subject to the Company's 2013 Long-Term Incentive Plan.

 

On March 16, 2016, the Company entered into a stock option agreement (the "Rosen Stock Option Agreement") with Rhonda B. Rosen, the Company's Chief Financial Officer, pursuant to which it issued to Ms. Rosen an option to purchase up to 20,000 shares (the "Rosen Option Shares") of the Company's common stock at an exercise price of $1.91 per share, the closing price of the Company's common stock as quoted on the OTC Markets Group Inc. QB tier on March 15, 2016. Pursuant to the terms of the Rosen Stock Option Agreement, the Rosen Option Shares vest immediately on the grant date, may be exercised on a "cashless basis" using the formula contained therein, and are further subject to the Company's 2013 Long-Term Incentive Plan.

 

On March 16, 2016, the Company entered into stock option agreements (collectively, the "Board Stock Option Agreements") with each of the members of its Board of Directors (the "Board"), Kenneth Kirkland and Joseph Sierchio, pursuant to which it issued to each an option to purchase up to 50,000 shares (the "Board Option Shares") of the Company's common stock at an exercise price of $1.91 per share, the closing price of the Company's common stock as quoted on the OTC Markets Group Inc. QB tier on March 15, 2016. Pursuant to the terms of the Board Stock Option Agreements, the Board Option Shares vest immediately on the grant date, may be exercised on a "cashless basis" using the formula contained therein and are further subject to the Company's 2013 Long-Term Incentive Plan.

 

The foregoing is only a summary of the material provisions of the respective stock option agreements, it may not contain all of the information that is important to you and it is qualified in its entirety by reference to the respective stock option agreement, a form of which is attached as Exhibit 10.2, to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 26, 2013 and is incorporated by reference herein.

 

Section 5 – Corporate Governance and Management

 

Item 5.02 Departure of Certain Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

The information included in Item 1.01 Entry into a Material Definitive Agreement is incorporated by reference herein.

 

 
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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 on March 21, 2016.

 

 

 

RenovaCare, Inc.

 

    
 By:

/s/ Thomas Bold

 

 

Name:

Thomas Bold

 

 

Title:

President and Chief Executive Officer

 

 

 

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