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: June 24, 2009
(Date of earliest event reported)
COMPREHENSIVE CARE CORPORATION
(Exact Name of Registrant as Specified in
Charter)
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Delaware
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1-9927
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95-2594724
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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3405 West Dr. Martin Luther King Jr. Boulevard
Suite 101
Tampa, Florida
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33607
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (813) 288-4808
N/A
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01.
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Entry into a Material Definitive Agreement.
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On June 24, 2009, Comprehensive Care Corporation (“CompCare”) entered into a Subscription Agreement (“Agreement”) with Howard Jenkins (“the Purchaser”). Pursuant to the Agreement, the Purchaser purchased a
callable convertible promissory note (“the Note”) with a face value of $2,000,000. CompCare intends to use the net proceeds from the sale of the debt security hereunder for business expansion. Item 2.03 below describes the Note. As a
result of the transaction, Mr. Jenkins beneficially owns 21,714,285 shares of CompCare common stock or approximately 47.9% of the total number of shares outstanding assuming the principal of the Note is converted in full.
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Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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Under the Agreement as mentioned in Item 1.01, the Note has a principal amount of $2,000,000 and is convertible into CompCare common stock at any
time prior to maturity at the election of the Purchaser at the rate of $0.35 per share. The Note matures one year from the date of issue and accrues interest at the rate of 10% per annum. The Note, in whole or in part, is callable by the
Purchaser anytime after June 30, 2009 but prior to maturity on 30 days notice to CompCare. Upon maturity, the Note’s principal and accrued interest shall mandatorily convert into shares of CompCare common stock at the rate of $0.35 per
share. A copy of the Note is attached hereto as Exhibit 10.1.
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Item 3.02.
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Unregistered Sale of Equity Securities.
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The
CompCare common shares which may be issued upon conversion of the Note are to be sold to the Purchaser in a private transaction not involving a public offering. Based on certain representations and warranties of the Purchaser in the Agreement,
CompCare relied on Section 4(2) of the Securities Act for an exemption from the registration requirements of the Securities Act. The shares of common stock issuable upon conversion of the Note will not have been registered under the Securities
Act of 1933, as amended, and may not be sold in the United States absent registration or an applicable exemption from registration requirements.
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Item 9.01.
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Financial Statements and Exhibits.
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10.1
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Callable Convertible Promissory Note dated June 24, 2009 between Comprehensive Care Corporation and Howard Jenkins
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
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COMPREHENSIVE CARE CORPORATION
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By:
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/s/ Giuseppe Crisafi
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Name:
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Giuseppe Crisafi
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Title:
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Chief Financial Officer
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Date: June 30, 2009
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Exhibit 10.1
3405 W
EST
D
R
M
ARTIN
L
UTHER
K
ING
J
R
B
LVD
S
UITE
101
T
AMPA
, FL 33607
P
H
: (813) 288-4808
F
AX
: (813) 288-6939
1 YEAR CALLABLE CONVERTIBLE PROMISSORY NOTE
FACE VALUE $2,000,000
COUPON 10%
ISSUE DATE JUNE 24, 2009
June 24, 2009
Dear Mr. Howard Jenkins:
This confirms that you have agreed to loan Comprehensive Care Corporation (the “Company”) $2,000,000.00 (“Face Value”), which shall
bear interest at the rate of ten percent (10%) per annum. The Note will accrue a coupon equal to ten percent (10%) per annum payable at maturity on the outstanding balance and have a maturity date one year from the issue date
(“Maturity Date”). At maturity, the principal plus the interest will be mandatorily converted into the Company’s common stock at a conversion price of $0.35 per share. At any time prior to the Maturity Date of the Note, the Purchaser
may elect to convert the outstanding balance of the Note plus any accrued interest into shares of the Company’s common stock at $0.35 per share. On giving the Company 30 days notice, at any time after June 30, 2009 up to the Maturity Date
of the Note, you may redeem all or part of this Note and you will be entitled to receive the outstanding balance plus any accrued interest thereon calculated through the date of redemption.
Please confirm the above by signing in the appropriate space below.
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Sincerely,
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/s/ Clark Marcus
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/s/ Howard Jenkins
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Clark Marcus
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Signature of Investor
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Chairman & Co-Chief Executive Officer
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Comprehensive Care Corporation
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Howard Jenkins
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Please print name
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