Lifeloc Technologies Announces Material Agreement, Officer Departures

TL;DR

Lifeloc Tech signed a big deal, some execs are out, new board members in. Watch this space.

AI Summary

Lifeloc Technologies, Inc. announced on July 26, 2024, that it entered into a material definitive agreement on July 22, 2024. The company also disclosed the departure of certain officers and the election of new directors, along with compensatory arrangements for officers. Additionally, the filing includes information on unregistered sales of equity securities and Regulation FD disclosures.

Why It Matters

This 8-K filing indicates significant corporate actions, including a new material agreement and changes in leadership, which could impact the company's strategic direction and operational stability.

Risk Assessment

Risk Level: medium — The filing details changes in officers and directors, and unregistered sales of equity, which can introduce uncertainty and potential risks.

Key Players & Entities

• Lifeloc Technologies, Inc. (company) — Registrant
• July 26, 2024 (date) — Date of Report
• July 22, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $3.80 — 00 shares of Common Stock at a price of $3.80 per share (collectively, the "Subscript
• $798,000 — gregate consideration to the Company of $798,000, in accordance with the terms of a Subs

Filing Documents

• lctc_8k.htm (8-K) — 33KB
• ex10x1.htm (EX-10.1) — 51KB
• ex99x1.htm (EX-99.1) — 6KB
• 0001079973-24-001110.txt ( ) — 273KB
• lctc-20240724.xsd (EX-101.SCH) — 3KB
• lctc-20240724_lab.xml (EX-101.LAB) — 33KB
• lctc-20240724_pre.xml (EX-101.PRE) — 22KB
• lctc_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. The information provided in Item 3.02 of this Current Report on Form 8-K is hereby incorporated by reference in this Item 1.01.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. Lifeloc Technologies, Inc. (the "Company"), is providing this disclosure under Item 3.02 because, as of July 23, 2024, its unregistered sales of equity securities sold, in the aggregate, since its last periodic report exceeded 1% of the shares of its common stock, no par value (the "Common Stock"), outstanding as of the date of the Company's last periodic report. On July 23, 2024, the Company issued, in a private placement to an accredited investor (the "Shareholder"), 210,000 shares of Common Stock at a price of $3.80 per share (collectively, the "Subscription Shares") for aggregate consideration to the Company of $798,000, in accordance with the terms of a Subscription Agreement (the "Subscription Agreement"). The foregoing description of the Subscription Agreement is not complete and is subject to and qualified in its entirety by reference to the Subscription Agreement filed with this Current Report on Form 8-K as Exhibit 10.1 and the terms of which are incorporated by reference herein. The Subscription Agreement attached hereto is not intended to provide any other information about the Company or the Shareholder or their respective affiliates. The representations, warranties and covenants contained in the Subscription Agreement were made only for purposes of that agreement, are solely for the benefit of the parties to the Subscription Agreement and may be subject to limitations agreed upon by the contracting parties. Persons other than the parties to the Subscription Agreement should not rely on the representations, warranties or covenants or any description thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Subscription Agreement, which subsequent information may or may not be fully reflected

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. The Company issued a press release on July 26, 2024. The press release is attached hereto as Exhibit 99.1. The information in this Item 7.01 and the exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filing.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Subscription Agreement, dated July 23, 2024 99.1 Press Release dated July 26, 2024 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: July 26, 2024 LIFELOC TECHNOLOGIES, INC. By: /s/ Wayne Willkomm, PhD Wayne Willkomm, PhD Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR