GNOW American CareSource Holdings Inc (CE)

 

 

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): December 9, 2015

 

American CareSource Holdings, Inc.

(Exact name of registrant as specified in charter)

 

Delaware	001-33094	20-0428568
(State or other jurisdiction	(Commission	(IRS Employer
of  incorporation)	File Number)	Identification No.)

 

1170 Peachtree Street, Suite 2350 Atlanta, Georgia 30309

(Address of Principal Executive Offices)

 

(404) 465-1000

(Registrant’s Telephone Number, Including Area Code)     (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:

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 7.01.

Regulation FD Disclosure.

 

On December 9, 2015, American CareSource Holdings, Inc. issued a press release announcing the completion of its previously-announced registered firm commitment underwritten public offering. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Pursuant to the rules and regulations of the Securities and Exchange Commission, the information in this Item 7.01 disclosure, including Exhibit 99.1 and information set forth therein, is deemed to have been furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934, as amended.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
99.1		Press Release, dated December 9, 2015

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: December 9, 2015

 

	AMERICAN CARESOURCE HOLDINGS, inc.
	(Registrant)
	By:	/s/ Adam S. Winger
	Adam S. Winger
	General Counsel, Secretary, Vice President of
	Acquisitions and Interim Chief Financial Officer

 

 

EXHIBIT INDEX

 

Exhibit Number		Description
99.1		Press Release, dated December 9, 2015

 

 

 

Exhibit 99.1

 

American CareSource Holdings, Inc. Announces Closing of Public Offering of Securities

 

Atlanta, GA—(BUSINESS WIRE)—December 9, 2015—American CareSource Holdings, Inc. (Nasdaq: GNOW), an urgent and primary care company operating under the name GoNow Doctors (the “Company”), announced today the closing of an underwritten public offering with total gross proceeds to the company of approximately $7.5 million before deducting underwriting discounts and commissions and other offering expenses payable by the Company. The securities offered by the Company consist of Class A Units, with each Class A Unit consisting of one share of the Company's common stock and one immediately exercisable five-year warrant to purchase one share of common stock with a warrant exercise price of $0.875 per share, and Class B Units, with each Class B Unit consisting of one share of the Company's Series A Convertible Preferred Stock with a stated value of $1,000 and convertible into shares of our common stock at $0.70 per share and five-year warrants to purchase 1,429 shares of common stock, with a warrant exercise price of $0.875 per share. The Class A units were priced at $0.70. The Class B units were priced at $1,000. The underwriter has been granted a 45-day option to purchase up to an aggregate of an additional 15% of the securities sold in the offering to cover over-allotments, if any. The underwriter has exercised in part the option, concurrently with closing, and purchased 350,567 warrants.

 

Aegis Capital Corp. acted as sole book-running manager for the offering.

 

A registration statement on Form S-1 relating to these securities has been filed with the U.S. Securities and Exchange Commission (the "SEC") and was declared effective on December 3, 2015. The offering is being made only by means of a prospectus. A copy of the prospectus relating to the offering may be obtained, when available, by contacting Aegis Capital Corp., Prospectus Department, 810 7th Avenue, 18th Floor, New York, NY 10019, or by calling 212-813-1010, or by email at prospectus@aegiscap.com. Investors may also obtain these documents at no cost by visiting the SEC's website at http://www.sec.gov.

 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

 

About American CareSource Holdings, Inc.

 

American CareSource Holdings, Inc. owns a growing chain of ten urgent and primary care centers operating under the tradename, GoNow Doctors and an ancillary services network that provides ancillary healthcare services through its nationwide provider network.

 

For more information, please contact:

 

Adam Winger

Interim Chief Financial Officer, Vice President

of Acquisitions, Secretary and General Counsel

awinger@americancaresource.com

(205) 250-8381

 

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: This announcement contains “forward-looking statements,” including statements relating to the public offering. These statements are subject to significant risks and uncertainties, actual results could differ materially from those projected, and the Company cautions stockholders not to place undue reliance on the forward-looking statements contained in this report. Risks and uncertainties exist related to the Company and its business due to a number of factors, including the statements under “Risk Factors” contained in the Company’s reports filed with the SEC. Given these uncertainties, you should not place undue reliance on these forward-looking statements. The Company intends these forward-looking statements to speak only as of the date of this press release and undertakes no duty or obligation to update any forward-looking statements contained in this press release as a result of new information, future events or changes in the Company’s expectations, except as required by law.