Sanomedics International Holdings Inc. (fka SIMH)

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Sanomedics 8k available | paranoid investors be patient

Form 8-K for SANOMEDICS INTERNATIONAL HOLDINGS, INC

31-Oct-2014

Creation of a Direct Financial Obligation or an Obligation


Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On October 24, 2014, Sanomedics International Holdings, Inc. (the "Company") entered into two (2) Convertible Debentures (the "Debentures") with REDWOOD MANAGEMENT LLC and REDWOOD FUND II, LLC (combined "REDWOOD") in the principal amounts of $189,375 and $63,125, respectively. On October 27, 2014, REDWOOD funded the Company an initial tranche of $125,000 pursuant to the terms thereof, with the remaining $127,500 balance to be funded in one week after execution. The principal sum of the Debentures carries a 1% original issue discount ("OID") from the stated principal amounts. The maturity date of the Debentures plus interest at 13% per annum is April 24, 2015 or such earlier date as the Debentures are required or permitted to be repaid as provided in the Debentures agreement.

All principal and accrued interest on the Debentures is convertible into shares of the Company's common stock at the election of the holder thereof at any time at a conversion price equal to 65% of the lowest traded VWAP price during the 10 trading days prior to conversion.

For all the terms and conditions of the Debentures described above, reference is hereby made to such Debentures annexed hereto as Exhibit 10.77 and 10.78. All statements made herein concerning the foregoing Debentures are qualified by reference to said Exhibit.

Aegis Capital Corp. (the "Placement Agent") served as the Placement Agent in connection with this private placement and, in exchange for its services, earned a placement agent fee from the proceeds of the private placement.



Item 3.02 Unregistered Sales of Equity Securities.
On October 24, 2014 we issued the Debentures to REDWOOD as described earlier in this report. REDWOOD is an accredited or otherwise sophisticated investor who had access to business and financial information concerning the Company. The issuance of the Debentures was exempt from registration under the Securities Act of 1933 in reliance on an exemption provided by Section 4(2) of that act. We are using the proceeds of the initial funding for working capital.



Item 9.01 Financial Statements and Exhibits
(d) Exhibits

10.77 $189,375 Debenture dated October 24, 2014 payable to REDWOOD MANAGEMENT LLC

10.78 $63,125 Debenture dated October 24, 2014 payable to REDWOOD FUND II, LLC

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