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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Infologix (MM) | NASDAQ:IFLG | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 4.28 | 0 | 01:00:00 |
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 |
|
333-125575 |
|
20-1983837 |
(State or other jurisdiction |
|
(Commission |
|
(IRS Employer |
of incorporation) |
|
File Number) |
|
Identification No.) |
101 E. County Line Road, Hatboro, Pennsylvania |
|
19040 |
(Address of principal executive offices) |
|
(Zip Code) |
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.
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