Item 3.02 Unregistered Sales of Equity Securities.
On May 16, 2014 (the "Closing Date"), GlassesOff Inc., a Nevada corporation (the
"Company"), entered into a stock purchase and registration rights agreement (the
"Purchase Agreement") with certain private investors (the "Investors"), pursuant
to which the Company issued and sold to the Investors in a private placement
(the "Private Placement") an aggregate of 4,000,000 shares of the Company's
common stock, par value $0.001 per share (the "Shares"), at a purchase price of
$1.25 per Share. Before expenses, the Private Placement provided $5.0 million of
gross proceeds to the Company.
The Company's Chairman and Vice Chairman of the Board of Directors participated
in the Private Placement on the same terms as all other Investors, acquiring
335,000 Shares for an aggregate purchase price of $418,750 and 160,000 Shares
for an aggregate purchase price of $200,000, respectively.
The Company issued the Shares in reliance upon the exemption from registration
provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the
"Securities Act"), and Rule 506 of Regulation D promulgated thereunder. Each
Investor represented to the Company that such Investor was an "accredited
investor" as defined in Rule 501(a) under the Securities Act and that such
Investor's Shares were being acquired for investment purposes.
The Shares have not been registered under the Securities Act and are "restricted
securities" as that term is defined by Rule 144 promulgated under the Securities
Act ("Rule 144"). Pursuant to the terms of the Purchase Agreement, the Company
agreed to use its reasonable best efforts to file with the Securities and
Exchange Commission (the "SEC"), on or prior to the 60th day immediately
following the Closing Date (the "Filing Deadline"), a registration statement
(the "Registration Statement"), registering for resale by the Investors all
Shares issued in the Private Placement. The Company has additionally agreed to
use its reasonable best efforts to cause the Registration Statement to be
declared effective by the SEC not later than the earlier of (x) the 150th day
following the Closing Date or (y) the fifth day following the date on which the
Company is notified by the SEC that the Registration Statement will not be
reviewed or will not be subject to further review (the "Effectiveness
If the Company fails to file the Registration Statement on or before the Filing
Deadline, if the Registration Statement is not declared effective by the SEC on
or before the Effectiveness Deadline, and in certain other cases in which the
Registration Statement is not available for use by the Investors, then, in each
case, the Company must pay to each Investor an amount in cash equal to one-half
of one percent (0.5%) of such Investor's aggregate investment in the Shares
issued in the Private Placement on every forty-five (45) day anniversary of such
failure until the date on which such failure is cured. The Company has no
obligation to make any such payments to any Investor in any period during which
all of such Investor's Shares may be sold without restriction pursuant to Rule
Pursuant to the Purchase Agreement, the Company must maintain the effectiveness
of the Registration Statement until the earlier to occur of (i) the sale of all
Shares pursuant to the Registration Statement or (ii) the date on which all
Investors may sell all of their respective Shares without restriction pursuant
to Rule 144 and without the need for current public information required by Rule
The foregoing description of the Purchase Agreement is only a summary and is
qualified in its entirety by reference to the full text of the Purchase
Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On May 19, 2014, the Company issued a press release announcing the completion of
the Private Placement and the Company's investor conference call and webcast
scheduled for 12 p.m. EDT on May 21, 2014. A copy of the press release is
furnished hereto as Exhibit 99.1 and incorporated by reference in this Item
The information contained in Item 7.01 of this Current Report on Form 8-K,
including Exhibit 99.1 furnished herewith, shall not be deemed "filed" with the
Securities and Exchange Commission for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
that section, nor shall it be deemed incorporated by reference in any filing by
the Company under the Securities Act.
Item 9.01 Financial Statements and Exhibits.
10.1 Stock Purchase and Registration Rights Agreement, dated May 16, 2014,
by and among the Company and the Investors party thereto
99.1 Press Release, dated May 19, 2014