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LUCID INC FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sale of Equity Securities, Financial Statements and Exhibits

July 8, 2014



Item 1.01 Entry into a Material Definitive Agreement.

In March 2014, the Board of Directors of Lucid, Inc. (the "Company") authorized the Company to issue up to approximately $0.9 million in convertible debt and common stock to provide funding to the Company pending completion of a private placement of equity securities (the "Bridge Loan Program"). All convertible debt issued pursuant to the Bridge Loan Program will be payable on demand after November 20, 2014 and will bear interest at a rate of 7% per annum payable upon maturity. Upon closing of a financing in which the Company raises at least $6 million (the "Qualified Financing"), the principal and accrued interest on the convertible debt shall be automatically converted into identical equity securities as those issued in the Qualified Financing on the same terms as in the Qualified Financing.

On July 2, 2014, the Company borrowed under the Bridge Loan Program an additional $0.2 million from an investment fund in which one of the Company's Directors is a general partner, bringing the total amount borrowed under the Bridge Loan Program to $0.7 million.

The foregoing description of the convertible debt issued pursuant to the Bridge Loan Program does not purport to be complete and is qualified in its entirety by reference to the full text of the convertible promissory note, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of a Registrant.



The information included or incorporated by reference in Item 1.01 of this Current Report on Form 8-K with respect to the Bridge Loan Program is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The information included or incorporated by reference in Item 1.01 of this Current Report on Form 8-K with respect to the Bridge Loan Program is incorporated by reference into this Item 3.02. The securities under the Bridge Loan Program are offered and sold by the Company pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, provided by Section 4(a)(2) and/or Regulation D promulgated thereunder, as a transaction not involving a public offering.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. Exhibit Number Description 10.1 Convertible Promissory Note between the Company and Osiris Capital Management, dated July 2, 2014.


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Source: Edgar Glimpses


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