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: July 3, 2006
(Date of earliest event reported)
ORTHOLOGIC CORP.
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
| Delaware
|
|
000-21214
|
|
86-0585310 |
|
|
|
|
|
|
(State or other
jurisdiction of
incorporation)
|
|
(Commission File Number)
|
|
(I.R.S. Employer
Identification No.) |
| |
|
|
| 1275 West Washington Street, Tempe, Arizona
|
|
85281 |
|
|
|
|
| (Address of principal executive offices)
|
|
(Zip Code) |
Registrant’s telephone number, including area code:
(602) 286-5520
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 3 — Securities and Trading Markets
Item 3.02 Unregistered Sale of Equity Securities.
On February 27, 2006 (the “Closing Date”), OrthoLogic Corp. (the “Company”) entered into a
Common Stock and Warrant Purchase Agreement (the “Definitive Agreement”) with PharmaBio Development
Inc. (d/b/a NovaQuest) (“NovaQuest”), an affiliate of Quintiles Transnational Corp. and Quintiles,
Inc., which provides for the purchase of shares of the Company’s common stock in three tranches.
On the Closing Date, NovaQuest purchased 359,279 shares of the Company’s common stock for a
purchase price of $2,000,000 based on the average closing stock price for the 15-day period prior
to the Closing Date. At the election of the Company, NovaQuest will purchase an additional amount
of the Company’s common stock for a purchase price of $1,500,000 on each of June 30, 2006 (Second
Closing Date), and September 29, 2006 (Third Closing Date) with the number of shares to be
determined by the 15-day average closing stock price prior to each such date. Each additional
stock purchase will include the issuance of fully vested warrants, exercisable for a ten-year
period from the date of issuance, for an amount of shares equal to 13% of the shares purchased on
the date of issuance, with the exercise price set at 115% of the share price of each respective
share purchase.
On July 3, 2006, the Company closed the transaction contemplated by the Definitive Agreement
on the Second Closing Date. Pursuant to the Definitive Agreement, on the Second Closing Date, the
Company issued a total of 903,252 shares of its common stock to NovaQuest for a purchase price of
$1,500,000 and issued a fully vested warrant to purchase 117,423 shares of the Company’s common
stock at $1.91 a share. The warrant is filed with this Current Report on Form 8-K as Exhibit 4.1.
The Company is obligated to file a registration statement within ten (10) business days after
the Third Closing Date for the resale of the shares issued under the Definitive Agreement. The
issuance of shares and warrants to NovaQuest were made in reliance upon an exemption from the
registration provisions of the Securities Act of 1933, as amended (the “Securities Act”), set forth
in Section 4(2) and Rule 506 promulgated under the Securities Act, for sales by an issuer not
involving any public offering to an accredited investor (as defined in Regulation D).