GNOW American CareSource Holdings Inc (CE)

Item 3.02. Unregistered Sales of Equity Securities.

On June 7, 2016, American CareSource Holdings, Inc. (the “Company”) issued warrants to purchase an aggregate of 2,000,000 shares of common stock of the Company at an exercise price of $0.21 per share pursuant to warrant agreements (the “Warrant Agreements”) executed in favor of the guarantors of the Company’s two Credit Agreements with Wells Fargo Bank, National Association (the “Credit Agreements”). The Company is currently obligated to pay Wells Fargo approximately $11.8 million under the Credit Agreements, and a portion of such indebtedness matured on June 1, 2016. The Company extended the maturity date of all indebtedness under the Credit Agreements to June 1, 2017, and the warrants were issued in consideration of the guarantors’ agreement to extend their guaranty of such indebtedness until the extended maturity date. The warrants vested immediately and are exercisable any time prior to their expiration on June 6, 2026.

The issuance of the warrants was completed in reliance upon the exemption from registration under Section 4(a)(2) of the Securities Act, as amended, as a transaction by an issuer not involving a public offering.  

The foregoing description of the Warrant Agreements does not purport to be complete and is qualified in its entirety by the full text of the Warrant Agreements, a form of which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.