8-K 1 activecare8k.htm ACTIVECARE, INC. FORM 8-K activecare8k.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
 

 
 
Date of Report (Date of earliest event reported): July 15, 2013
 
 

 
ActiveCare, Inc.
(Exact name of registrant as specified in its charter)
 

 
 Delaware  000-53570  87-0578125
 
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
1365 West Business Park Drive, Orem, Utah 84058
(Address of principal executive offices, Zip Code)
 

 
 
Registrant's telephone number, including area code: (877) 219-6050
 
 
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:
 
 
[ ] 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.

On July 15, 2013, ActiveCare, Inc., a Delaware corporation (the “Registrant”), entered into two Loan Conversion Agreements with David G. Derrick, the Registrant’s Chief Executive Officer and Chairman of the Board of Directors (“Mr. Derrick”), a Loan Conversion Agreement with ADP Management Corporation (“ADP”), a Utah corporation controlled by Mr. Derrick, and a Securities Purchase Agreement with ADP.

Pursuant to the Loan Conversion Agreements and the Securities Purchase Agreement, the Registrant has issued a total of 4,684,715 shares of its common stock (the “Shares”), valued at $0.75 per share, as follows:
 
·  
In recognition of ADP’s cash investments in the Registrant during the period April 30, 2013 through July 3, 2013, totaling $2,235,000, Registrant has issued 2,980,000 shares of Registrant’s common stock to ADP;
 
 
·  
In consideration of ADP’s conversion of loan agreement representing principal and interest in the amount of $727,306.22, Registrant has issued 969,742 shares of Registrant’s common stock to ADP;
 
 
·  
In consideration of Mr. Derrick’s conversion of a loan agreement representing principal and interest in the amount of $505,934.13, Registrant has issued 674,579 shares of Registrant’s common stock to Mr. Derrick; and
 
 
·  
In consideration of Mr. Derrick’s conversion of a loan agreement representing principal and interest in the amount of $45,295.88, Registrant has issued 60,395 shares of Registrant’s common stock to Mr. Derrick.
 
 
Item 3.02                      Unregistered Sales of Equity Securities.
 
In connection with the Loan Conversion Agreements and Securities Purchase Agreement, the Registrant will issue a total of 4,684,715 shares of common stock.  The Registrant believes that share issuances are exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 (the “Act”) pursuant to Section 4(2) of the Act, and in reliance on the exemption from registration provided by Rule 506 under the Act.  The Shares will be issued directly by the Registrant and will not involve a public offering or general solicitation.  Each recipient of the Shares has received or had effective access to files and records of the Registrant that contained the relevant information needed to make an informed investment decision, including the Registrant’s financial statements and periodic reports filed with the Commission.  The Registrant has reasonable belief that each recipient of the Shares has such knowledge and experience in financial and business matters that he was capable of evaluating the merits and risks of his acquisition of the Shares.

Item 9.01                      Financial Statements and Exhibits

(d)           Exhibits

99           Press Release dated July 17, 2013

 
 

 

 
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 hereunto duly authorized.
 
 
ActiveCare, Inc.
     
 
By:
/s/ Michael G. Acton
   
Michael G. Acton
Chief Financial Officer
   
 

 
 

 
 
Date: July 17, 2013