8-K 1 form8k.htm NEWCARDIO, INC. FORM 8-K form8k.htm

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act 1934
Date of Report (Date of earliest event reported):  April 14, 2011
NewCardio, Inc.
(Exact name of registrant as specified in charter)
(State or other jurisdiction of incorporation)
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
2350 Mission College Blvd., Suite 1175, Santa Clara, CA
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code:
(408) 516-5000
(Former Name or Former Address, is Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:
[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
[  ]  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
The information set forth under Item 3.02 of this Current Report on Form 8-K relating to the entry into a Supplement to the Securities Purchase Agreement dated as of October 1, 2010 is hereby incorporated in this Item 1.01 by reference.
Item 3.02.     Unregistered Sales of Equity Securities
On April 14, 2011, NewCardio, Inc., a Delaware corporation (the “Company”), issued 140 shares of its Series D Convertible Preferred Stock (the “Shares”), and warrants to purchase 140,000 shares of is common stock (the “Warrants”) to an accredited investor pursuant to a supplement to the Securities Purchase Agreement dated as of October 1, 2010 for a purchase price of $140,000.
Each of the Shares is convertible, at any time at the option of the holder, into 1,000 shares of the Company’s common stock, subject to certain adjustments, and automatic conversion, as provided in the Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock (the “Designation”).  The Warrants are exercisable at a price of $1.10 per share at any time commencing October 14, 2011 through April 13, 2016 and have a cashless exercise provision.
The Shares and Warrants were issued in reliance upon an exemption from registration afforded under Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), for transactions not involving a public offering, and/or Regulation D, promulgated thereunder, and in reliance upon exemptions from registration under applicable state securities laws.
There are no authorized but unissued shares of Series D Convertible Preferred Stock remaining under the Designation.



Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
/s/ Richard D. Brounstein  
Name:  Richard D. Brounstein
Title:    Chief Financial Officer
Dated: April 19, 2011