8-K: Current report filing
Published on October 19, 2009
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): October 16, 2009
Apollo
Medical Holdings, Inc.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
(State
or Other Jurisdiction
of
Incorporation)
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000-25809
(Commission
File Number)
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20-8046599
(I.R.S.
Employer
Identification
No.)
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1010
N Central Avenue
Glendale,
California 91202
(Address
of Principal Executive Offices)
(818)
507-4617
(Registrant’s
Telephone Number)
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N/A
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(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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425).
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12).
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b)).
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c)).
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On
October 16, 2009, Apollo Medical Holdings, Inc., a Delaware corporation (the
“Company”)
completed a private placement pursuant to which the Company sold 50 Units of its
securities to accredited investors. Each Unit comprised (i) one 10%
senior subordinated callable promissory note, par value $25,000 (each, a “Note”); and (ii) one
five-year warrant (each, a “Warrant”) to purchase
25,000 shares of the Company’s common stock (the “Common
Stock”). The purchase price of a Unit was $25,000 resulting in
gross proceeds of $1,250,000.
Interest
is payable on the Notes at a rate of 10% per annum, compounded annually, and
payable in arrears on July 31st and
January 31st. The
Notes mature and become due and payable on January 31, 2013 (the “Maturity
Date”). At the option of each Note holder, the principal
amount of the Note (plus accrued but unpaid interest) is convertible into shares
of Common Stock (the “Note Shares”) at any
time prior to the Maturity Date at an initial conversion price of $0.125 (which
may be subject to certain adjustments as set forth in the Notes). The
Notes will rank senior to all other unsecured debt of the Company.
The
Warrants are exercisable into shares of Common Stock (the “Warrant Shares”) at
an initial exercise price of $0.125 (which may be subject to certain adjustments
as set forth in the Warrants). The Warrants have a five-year term and
expire on October 31, 2014.
Syndicated
Capital, Inc., a FINRA member firm, acted as placement agent (the “Placement Agent”) in
connection with the private placement, and received $125,000 in commissions and
$25,000 representing a non-accountable expense fee. The Company also
will issue to the Placement Agent five-year warrants to purchase up to 150,000
shares of the Common Stock at an initial exercise price of $0.25 per share of
Common Stock.
The
Company has agreed to provide registration rights such that if the Company
elects in the future to register additional shares of Common Stock, the Note
Shares and the Warrant Shares issuable to holder of the Notes and the Warrants
hereunder shall be included in such registration, subject to standard and
customary cutbacks and lock-up provisions.
The Units
sold were not registered under the Securities Act of 1933, as amended (the
“Act”) in
reliance upon the exemption from registration contained in Section 4(2) of the
Act and Regulation D promulgated thereunder. The Units may not be
reoffered or sold in the United States by the holders in the absence of an
effective registration statement or exemption from the registration requirements
of the Act.
The
Company intends to use the net proceeds of the private placement for general
corporate purposes, including the acquisition of physician practices, repayment
of existing debt and the funding of the Company’s working capital
needs.
Item
8.01 Other
Events
On
October 19, 2009, the Company filed a press release (the “Press Release”)
announcing completion of the private placement. A copy of the Press
Release is filed as an exhibit to this Current Report on Form 8-K.
Item 9.01. Financial
Statements and Exhibits
(d) Exhibits
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Exhibit
No.
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Description
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99.1
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Press
Release dated October 19, 2009.
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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.
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Dated:
October 16, 2009
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APOLLO
MEDICAL HOLDINGS, INC.
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By:
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/s/ WARREN HOSSEINION | ||
| Warren Hosseinion | |||
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Chief
Executive Officer
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