0001213900-17-013434.txt : 20171219 0001213900-17-013434.hdr.sgml : 20171219 20171219172824 ACCESSION NUMBER: 0001213900-17-013434 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171211 FILED AS OF DATE: 20171219 DATE AS OF CHANGE: 20171219 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rosenblum Mark J CENTRAL INDEX KEY: 0001329154 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-53570 FILM NUMBER: 171264979 MAIL ADDRESS: STREET 1: 3990 SPRING VALLEY ROAD, APT. 1218 CITY: DALLAS STATE: TX ZIP: 75244 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ACTIVECARE, INC. CENTRAL INDEX KEY: 0001429896 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 870578125 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 1365 WEST BUSINESS PARK DRIVE, SUITE 100 CITY: OREM STATE: UT ZIP: 84058 BUSINESS PHONE: 877-219-6050 MAIL ADDRESS: STREET 1: 1365 WEST BUSINESS PARK DRIVE, SUITE 100 CITY: OREM STATE: UT ZIP: 84058 FORMER COMPANY: FORMER CONFORMED NAME: Volu-Sol Reagents CORP DATE OF NAME CHANGE: 20080317 3 1 f3121117rosenblum_active.xml OWNERSHIP DOCUMENT X0206 3 2017-12-11 0 0001429896 ACTIVECARE, INC. ACAR 0001329154 Rosenblum Mark J 1365 WEST BUSINESS PARK DRIVE OREM UT 84058 1 1 0 0 Chief Executive Officer Warrants to purchase common stock. 2022-12-11 Common Stock 16667 D Mr. Rosenblum became a director of ActiveCare, Inc. (the "Company") on December 11, 2017. Pursuant to entering into a certain Securities Purchase Agreement dated December 11, 2017 (the "SPA") with the Company, Mr. Rosenblum was issued a promissory note (the "Note") by the Company for a principal sum of $52,631.58 due and payable within six months from issuance. In connection with entering into the SPA and purchase of the Note, the Company issued Mr. Rosenblum a warrant (the "Warrant") to purchase common stock exercisable within five years of the Initial Exercise Date (as defined in the Warrant) as subject to adjustment, with an exercise price per share of Common Stock which shall be the lesser of (i) 80% of the per share price of common stock in the Private Placement (as defined therein), (ii) $3.00 per share, (iii) 80% of the unit, price offering price in the Private Placement (if applicable), or (iv) 80% of the exercise price of any warrants issued in the Private Placement, in each case subject to adjustment hereunder. The aggregate exercise price of the Warrant is $50,000. If the Company fails to repay the balance due under the Note on its maturity Mr. Rosenblum has the right, to convert all or part of the outstanding and unpaid principal sum and accrued interest (and any other fees) into shares of fully paid and non-assessable shares of Common Stock of the Company pursuant to the following conversion formula: number of shares receivable upon conversion equals the dollar amount being converted divided by the Conversion Price. The Conversion Price is the lesser of $3.00 (subject to adjustment for stock splits) or 60% of the lowest trade price in the 25 trading days. /s/ Mark J. Rosenblum, Individually 2017-12-19