Renovacare Inc (OTC:RCAR)

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Thursday, December 5, 2013

Deal Flow

Item 1.01. Entry Into a Material Definitive Agreement.

Subscription Agreement

On November 29, 2013, Janus Resources, Inc. (the “Company”) entered into each of the following agreements with Kalen Capital Corporation (the “Investor”), a private corporation owning in excess of 10% of the Company’s issued and outstanding shares of common stock: (i) a Subscription Agreement (the “Subscription Agreement”); (ii) a Lock-Up Agreement (the “Lock-Up Agreement”); and (iii) a Registration Rights Agreement (the “Registration Rights Agreement”). Pursuant to the Subscription Agreement, the Investor purchased 3,500,000 units of the Company’s equity securities (the “Units”) at a purchase price of $0.43 per Unit, for an aggregate purchase amount of $1,505,000. Each Unit consists of: (a) one share of common stock, par value $0.00001 (the “Common Stock”); (b) one Series B Stock Purchase Warrant (the “Series B Warrant”) exercisable for one share of Common Stock at an exercise price of $0.43 per share if exercised within the first eighteen months or $0.46 per share if exercised after the first eighteen months and prior to expiration on November 29, 2018; and (c) one Series C Stock Purchase Warrant (the “Series C Warrant”) exercisable for one share of Common Stock at an exercise price of $0.43 per share if exercised within the first eighteen months or $0.49 per share if exercised after the first eighteen months and prior to expiration on November 29, 2018. Each of the Series B Warrant and Series C Warrant contains a provision allowing the holder to exercise the respective warrant on a cashless basis as further set forth therein. The Unit price of $0.43 represents a 30% discount to the 20 day average closing price of the Common Stock as quoted on the OTC Markets Group Inc. QB tier (the “OTCQB”) as of October 31, 2013, the last trading date prior to the Company entering into a non-binding term sheet with the Investor regarding the purchase of the Units.

Lock-Up Agreement

Pursuant to the terms of the Lock-Up Agreement the Investor agreed that, for a period of nine months from the date of entry (the “Lock-Up Period”), the Investor will not, without the express written consent of the Company, make, offer to make, agree to make, or suffer any Disposition, as defined in the Lock-Up Agreement, of any of its shares of Common Stock owned as of the date of the Lock-Up Agreement and all shares of Common Stock acquired by the Investor during the Lock-Up Period, including any shares issued to the Investor upon exercise of warrants (collectively, the “Lock-Up Shares”). Additionally, the Investor agreed that, during the Lock-Up Period, it will not (i) grant any proxies or powers of attorney that would permit any such proxy or attorney-in-fact to take any action inconsistent with the Lock-Up Agreement, (ii) deposit the Lock-Up Shares into a voting trust or enter into a voting agreement with respect to the Lock-Up Shares; or (iii) take any action that would make any representation or warranty of the Investor untrue or incorrect or would result in a breach by the Investor of its obligations under the Lock-Up Agreement.

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