On January 16, 2015, CollabRx entered into a Loan and Security Agreement (the “Loan Agreement”) with Medytox, pursuant to which it is contemplated that Medytox will loan up to $2,396 to the Company.  Medytox is a holding company that owns and operates businesses in the medical services sector.  Its principal line of business is clinical laboratory blood and urine testing services, with a particular emphasis in the provision of urine drug toxicology and comprehensive pain medication monitoring programs to physicians, clinics and rehabilitation facilities in the United States.

On January 16, 2015, CollabRx entered into an Agreement with Medytox.  Pursuant to the Agreement, CollabRx agreed that in the event it enters into a merger or other sale transaction involving at least thirty-five percent (35.0%) of its shares or assets with a party other than Medytox, CollabRx will pay Medytox a $1,000 fee (the “Fee”). Notwithstanding the foregoing, no Fee will be payable to Medytox in the event (i) Medytox has not provided funding to CollabRx of at least $500 pursuant to the Loan Agreement or (ii) Medytox has not funded an advance requested by CollabRx under the Loan Agreement, subject to certain exceptions.

On January 14, 2011, CollabRx entered into a Formation and Contribution Agreement with se2quel Partners and Sequel Power.  We impaired the entire book value of the investment in Sequel Power on March 31, 2012.  In two separate transactions, Sequel Power irrevocably assigned and transferred to the Company for cancelation all of its Warrants representing the right to purchase shares of the Company’s common stock.  In exchange, we agreed to terminate our Management Services Agreement with Sequel Power and to waive receivables related to accrued fees thereunder.   On January 14, 2015, warrants representing the right to purchase 92,888 shares of the Company’s common stock held by se2quel Management, GMBH expired unexercised.  There are no other warrants relating to this investment.

 

The Company filed a second amendment to the Registration Statement on Form S-1 with the Securities and Exchange Commission (“SEC”)  on February 6,  2015.  CollabRx anticipates using the net proceeds from the offering for general corporate purposes, including development of its products and services, general and administrative expenses and working capital. Aegis Capital Corporation is to act as the sole book-running manager for the offering. The Company also filed a final prospectus supplement and accompanying prospectus describing the terms of the offering which is available on the SEC's website located at http://www.sec.gov.

 

CollabRx, invested $300 in NanoVibronix, Inc. on November 22, 2011 in the form of a convertible promissory note.  NanoVibronix intends to form a public company board (as disclosed in the S-1) and to appoint new independent directors, including the CollabRx’s Chief Executive Officer to the Board.  The appointment will take place upon the S-10 being declared effective by the SEC.

 

The convertible series B-1 promissory notes matured on November 15, 2014. The entire outstanding principal balance and any outstanding fees or interest became due and payable in full on such date.  On February 9, 2015 NanoVibronix, Inc. filed a Form S-10 with the SEC, and on February 10, 2015, coincident with the additional investment of $3,000, the series B-1 promissory note held by CollabRx was converted into Series B-1 preferred shares. Coincident with the effectiveness of this filing, the Series B-1 preferred shares held by CollabRx will be converted into 204,507 shares of NanoVibronix common stock, representing 8.9% of the 2,289,682 shares of total common shares outstanding as of January 30, 2015.