- Current report filing (8-K)
August 17 2010 - 5:16PM
Edgar (US Regulatory)
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)
August 12, 2010
InfoLogix, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware
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333-125575
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20-1983837
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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101 E. County Line Road, Hatboro, Pennsylvania
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19040
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
(215) 604-0691
(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:
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 3.02. Unregistered
Sales of Equity Securities
On
August 12, 2010, InfoLogix, Inc. (the Company) received notice
from its senior lender Hercules Technology Growth Capital, Inc. (Hercules)
that Hercules had elected to convert $5 million of aggregate principal amount
of the Companys convertible term loan due on November 1, 2014 (Term Loan
B) into shares of the Companys common stock at the conversion price of
$1.8575 per share. As a result of the
conversion, the Company issued Hercules 2,691,790 shares of common stock on August 13,
2010. The common stock issued by the
Company in this transaction was issued in a private transaction exempt from
registration under the Securities Act of 1933, as amended, pursuant to Sections
3(a)(9) and/or 4(2) thereof. This transaction did not involve the use
of underwriters, and no commissions were paid in connection therewith.
Hercules
continues to have the ability to acquire (i) 356,492 shares of the Companys
common stock upon conversion of the remaining $662,182 balance of Term Loan B
principal, (ii) 412,087 shares of the Companys common stock upon
conversion of principal of a term loan due on April 1, 2013 and (iii) an
indeterminate number of shares upon conversion of a portion of the interest on
the Companys indebtedness to Hercules.
Item 8.01. Other
Events
As
a result of the Term Loan B conversion, on August 13, 2010, the Companys
outstanding principal balance on Term Loan B, which includes accrued interest
previously added to principal, was $662,182.
In
connection with the conditions set by Nasdaq regarding the Companys continued
listing on The Nasdaq Capital Market, the Company has prepared a pro forma
calculation of consolidated stockholders equity as if the conversion had taken
place on June 30, 2010 to demonstrate the impact of the conversion of $5
million of outstanding debt under Term Loan B into shares of common stock of
the Company on the Companys consolidated stockholders equity as of that
date. Based on that calculation,
stockholders deficit, which was $2.9 million as of June 30, 2010, would
have been, on a pro forma basis, consolidated stockholders equity of
approximately $1.3 million, as adjusted for the impact of the conversion.
The
pro forma calculation of the Companys consolidated stockholders equity was
prepared to demonstrate the impact of the Term Loan B conversion only; the
estimated calculation should not be considered in isolation or as a substitute
for consolidated stockholders deficit as reflected in the condensed
consolidated financial statements and notes thereto in Item 1 of the Companys
Quarterly Report on Form 10-Q for the quarterly period ended June 30,
2010. The Companys pro forma
consolidated stockholders equity as discussed herein should be read in conjunction with the
consolidated financial statements and notes thereto in Item 8 and Managements
Discussion and Analysis of Financial Condition and Results of Operations in
Item 7 included in the Companys Annual Report on Form 10-K for the year
ended December 31, 2009 and the condensed consolidated financial
statements and notes thereto in Item 1 and Managements Discussion and
Analysis of Financial Condition and Results of Operations in Item 2 included
in the Companys Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2010.
2
Signatures
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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INFOLOGIX, INC.
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Date:
August 17, 2010
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By:
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/s/
John A. Roberts
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John
A. Roberts
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Chief
Financial Officer
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3
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