Unassociated Document
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): January 27,
2010
Medical
Alarm Concepts Holding, Inc.
(EXACT
NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
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Nevada
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333-153290
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(STATE
OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
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(COMMISSION
FILE NO.)
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(IRS
EMPLOYEE IDENTIFICATION
NO.)
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5215-C
Militia Hill Road
Plymouth
Meeting, PA 19462
(ADDRESS
OF PRINCIPAL EXECUTIVE OFFICES)
(877) 639-2929
(ISSUER
TELEPHONE NUMBER)
(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 (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))
Item
1.01 Entry into a Material Definitive Agreement.
On
January 27, 2010 (the “Closing Date”),
Medical Alarm Concepts Holding, Inc. (hereinafter, referred to as “we” or “us”)
entered into subscription agreements for the sale of $189,000 worth of Series B
Convertible Preferred Shares as more fully described below in Item
3.02.
Item
2.03 Creation of a Direct Financing Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On
January 27, 2010, we entered into agreements that created material direct
financial obligations. The agreements are more fully described in Item 3.02
below.
Item
3.02 Unregistered Sale of Securities.
As a
second closing to the offering that closed on November 25, 2009, on January 27,
2010 we entered into subscription agreements (the “Subscription
Agreements”) for the sale of 9,450,000 shares of Series B Preferred Stock
for an aggrate gross amount of $189,000.
The
sale of the Series B Preferred Stock was issued in reliance upon the exemption
from securities registration afforded by Rule 506 of Regulation D as
promulgated by the United States Securities and Exchange Commission under the
Securities Act of 1933, as amended (the “Securities Act”) or Section 4(2)
of the Securities Act.
Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits:
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4.1
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Subscription
Agreement dated as of January 15, 2010 among the Company and the
Purchasers listed on the signature page thereto.
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*
referred to and incorporated by reference to the Current Report on Form 8-K
filed on December 1, 2009
SIGNATURES
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.
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MEDICAL
ALARM CONCEPTS HOLDING, INC.
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Date:
February 5, 2010
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By:
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/s/
Howard Teicher
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Howard
Teicher
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Chief
Executive Officer,
Chief
Financial Officer
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