UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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

October 22, ~~Pursuant~~2009 to(October ~~Section~~19, ~~13 or 15(d~~2009) Date of ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported)

~~August~~HC 10INNOVATIONS, ~~2009~~ INC. (~~August~~Exact 4,name ~~2009~~of registrant as specified in its charter)

Date of Report (Date of earliest event reported)

HC INNOVATIONS, INC.

(Exact name of registrant as specified in its charter)


Delaware	0-52197	04-3570877
(State or other jurisdiction	(Commission File No.)	(IRS Employer
of incorporation)		Identification No.)

10 Progress Drive, Suite 200 Shelton, CT 06484

Shelton, CT 06484

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (203) 925-9600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):


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

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

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

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

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On October 19, 2009, HC Innovations, Inc. (~~“HCI” or~~ the “Company”) ~~entered~~issued ~~into~~a ~~two~~Senior ~~agreements~~Secured Note ~~with~~(the “Note”) to Brahma Finance (BVI) Limited, a(the ~~company~~“Holder”) ~~organized~~in ~~under~~ the ~~laws~~ amount of ~~the~~Two ~~British~~Million ~~Virgin~~Four ~~Islands~~Hundred ~~(the~~Thousand ~~“Purchaser”):~~Dollars (i$2,400,000). aInterest ~~Stock~~shall accrue ~~Purchase~~on ~~Agreement~~the (unpaid principal balance of the ~~“Stock~~Note ~~Purchase~~from ~~Agreement”);~~the ~~and~~date ~~(ii)~~thereof at a rate ~~Standby~~equal ~~Purchase~~to ~~Agreement~~one percent (1%) per calendar month or part thereof. Interest shall be compounded monthly on the ~~“Standby~~first ~~Purchase~~day ~~Agreement”~~of ~~and~~each calendar month, ~~together~~beginning on ~~with~~the first day of the ~~Stock~~first ~~Purchase~~calendar ~~Agreement~~month following the ~~"Agreements"~~date of the Note. The Note matures on or before the earlier of (i), ~~each~~the date of consummation by the parties thereto of the transactions contemplated by that certain Standby Purchase Agreement dated as of August 4, 2009~~. Pursuant~~ tobetween the ~~Agreements,~~Company and the Holder, ~~Company~~and ~~has~~(ii) ~~agreed~~February to28, ~~sell~~2010. toFurther, the ~~Purchaser~~Company and ~~the~~all ~~Purchaser~~of ~~has~~its subsidiaries ~~agreed~~also toentered ~~purchase~~into ~~from~~a ~~the~~Guarantee ~~Company~~and Security Agreement dated October 19, ~~shares~~2009 of(the “Guarantee and Security Agreement”) wherein the Company’s ~~common~~and ~~stock,~~all of ~~par~~its ~~value~~subsidiaries ~~$0.01~~guaranteed ~~per~~the ~~share~~payment (of the ~~“Common~~Note, ~~Stock”)~~subject to certain conditions set forth in ~~two~~the ~~separate~~Guarantee ~~transactions~~and Security Agreement.

~~The~~ Simultaneous with ~~first~~the ~~transaction,~~issuance ~~which~~of ~~is pursuant to~~ the ~~Stock Purchase Agreement~~Note, ~~includes~~certain ansenior ~~initial~~secured ~~purchase~~note byholders (the “Subordinating ~~Purchaser~~Note ofHolders”) ~~60,000,000~~that ~~shares~~were ofpreviously ~~the~~issued ~~Common~~Amended ~~Stock~~and atRestated Senior aSecured ~~purchase~~Convertible ~~price~~Notes ~~of $0.01 per share~~ (the “~~Initial~~Senior ~~Purchase~~Secured Notes”), ~~for an aggregate purchase price of $600,000. The Purchaser’s Initial Purchase obligation is subject to satisfaction or waiver~~ by the ~~Purchaser~~Company pursuant ofto that certain ~~conditions~~Securities ~~precedent~~Amendment ~~including,~~and ~~but~~Purchase ~~not limited~~Agreement ~~to, the following:~~ (i) the ~~Company entering into an amendment to the Line of Credit Agreement~~ “SAPA”), dated ~~March~~as ~~12,~~of ~~2009, extending the availability to~~ December 3123, ~~2009~~2008 ~~of the line of credit previously granted to the Company~~ by ~~certain~~and ~~lenders~~among ~~named~~HCI ~~therein~~and in the ~~maximum~~note ~~amount~~holders identified ~~of $510~~therein,~~000;~~ ~~(ii)~~executed ~~the~~an ~~Company~~Interim ~~and~~Subordination ~~the Purchaser entering into the Standby Purchase~~ Agreement; (~~iii)~~ the ~~undertaking by the Senior Secured Noteholders (the~~ “~~Noteholders~~Subordination Agreement”), toalso ~~convert~~dated ~~all~~October ~~of the~~19, ~~Amended~~2009, ~~Notes~~whereby ~~held~~such Subordinating byNote ~~them~~Holders ~~pursuant~~agreed to ~~that~~the ~~certain~~subordination ~~Securities~~of ~~Amendment~~their ~~and~~Senior ~~Purchase Agreement dated December 23~~Secured Notes, ~~2008~~and ~~into~~of ~~shares~~any of the Company’s ~~Common~~obligations ~~Stock~~to at the ~~adjusted~~Subordinating ~~conversion~~Note Holders ~~price~~relating ~~provided~~thereto, ~~for therein; and (iv) the undertaking of the Noteholders~~ to ~~transfer~~ all of ~~their~~the ~~New~~Company’s ~~Warrants~~obligations tounder the ~~Purchaser~~Note.

~~The~~ On ~~second~~October ~~transaction is pursuant to the Standby Purchase Agreement~~19, ~~whereby~~2009, ~~the~~and ~~Company~~in ~~will~~order ~~agree,~~to byeffectuate ~~means~~the ofintentions aunder ~~rights offering (~~the ~~“Rights~~Subordination ~~Offering”)~~Agreement, ~~to offer to~~ the ~~existing~~Subordinating ~~holders~~Note ofHolders ~~its~~executed ~~Common~~a ~~Stock~~Waiver ~~and~~to ~~holders of securities issued by~~ the ~~Company~~SAPA ~~that~~wherein ~~are convertible into or exercisable or exchangeable~~such ~~for~~Subordinating ~~its~~Note ~~Common~~Holders ~~Stock,~~agreed anto ~~aggregate~~amend ofthe ~~240,000,000~~SAPA ~~shares~~such ofthat ~~Common~~the ~~Stock~~provisions attherein athat ~~purchase~~(i) ~~price~~limit ofthe ~~$0.01~~amount ~~per~~of ~~share.~~indebtedness ~~The~~that ~~Purchaser~~the ~~has~~Company ~~agreed~~may toincur ~~provide~~or acreate; ~~standby commitment to purchase, on the terms~~ and ~~conditions~~(ii) ~~set~~limit ~~forth in~~ the ~~Standby~~liens ~~Purchase~~that ~~Agreement, all of~~ the ~~shares~~Company ofis ~~Common~~permitted ~~Stock~~to ~~offered~~assume or ~~but~~create ~~not~~shall ~~purchased~~be ~~pursuant~~modified to permit the ~~Rights~~Company ~~Offering.~~to Inissue ~~consideration~~such ~~for~~Note ~~its obligations~~in ~~under~~favor of the ~~Standby~~Holder ~~Purchase Agreement~~and, ~~the Purchaser will receive a fee of $600~~further,~~000,~~ ~~payable~~to bypermit the ~~issuance~~Company ofguarantee ~~further~~the ~~shares~~payment of ~~Common Stock~~such ~~at a price of $0~~Note.01 ~~per share.~~

~~The~~ All capitalized ~~Purchaser’s~~terms ~~obligations under the Standby Purchase Agreement are subject to certain conditions precedent being met including, but are~~ not ~~limited~~defined ~~to,~~herein ~~the~~shall ~~following:~~have ~~(i)~~ the ~~completion~~meaning ofset ~~the~~forth ~~Rights Offering~~ in ~~accordance with~~ the various ~~terms~~agreements ofincorporated the Standby Purchase Agreement; (ii) the Noteholders converting all of the Amended Notes and transferring all of the New Warrants as described above; (iii) the termination and repayment of all the outstanding debt by ~~the Company in connection with the Line of Credit Agreement, dated March 12, 2009; and (iv) each of the Noteholders having made certain investments in shares of Common Stock as therein set forth~~reference.

~~All~~ITEM ~~capitalized~~3.02 ~~terms~~UNREGISTERED ~~not~~SALES ~~defined~~OF ~~herein~~EQUITY ~~shall have the meaning set forth in the various agreements incorporated by reference.~~SECURITIES

~~ITEM~~ See Item 51.01 ~~CHANGE OF CONTROL OF REGISTRANT~~above.

As The aCompany ~~result~~claims ofan ~~the~~exemption ~~transactions~~from ~~described~~the inregistration ~~Item~~requirements ~~1.01,~~of the ~~Purchaser acquired~~ ~~control~~Securities Act of ~~the~~1933, ~~Company.~~as ~~Following~~amended ~~consummation~~(the of“Act”) for the ~~transactions~~private ~~contemplated by~~placement of the Note ~~Stock~~pursuant ~~Purchase~~to ~~Agreement,~~Section 4(2) of the ~~percentage~~Act ofand/or ~~voting~~Rule ~~securities~~506 of ~~the~~Regulation D ~~Company~~promulgated ~~beneficially~~thereunder ~~owned~~since, ~~directly~~among orother ~~indirectly~~things, by the ~~Purchaser~~transaction isdoes ~~60.2%,~~not involve ~~based~~a onpublic 99offering,~~713,172~~ ~~shares~~the ofinvestor ~~Common~~is ~~Stock~~an ~~outstanding~~“accredited asinvestor” ofand/or ~~August~~qualified institutional 10buyer, ~~2009. The~~the ~~Purchaser~~investor ~~used~~has ~~its~~access ~~own funds~~ to ~~consummate~~information about the ~~Stock Purchase Agreement.~~Company ~~The~~and ~~Stock~~its ~~Purchase~~investment, ~~Agreement~~the ~~provides~~investor ~~that~~will take the ~~Company~~securities ~~shall~~for ~~reconstitute~~investment and ~~its~~not ~~board~~resale, ofand ~~directors~~the atCompany ~~five~~is ~~members,~~taking ~~which~~appropriate ~~shall~~measures ~~include~~to ~~two~~restrict ~~designees~~the transfer of the ~~Purchaser~~securities.

ITEM ~~Please refer to the description of the transaction and the Stock Purchase Agreement in Item 1~~9.01 ~~relating~~FINANCIAL toSTATEMENTS ~~the~~AND ~~change of control of the Company~~EXHIBITS.

~~ITEM~~(a) ~~9.01~~ FINANCIAL STATEMENTS ~~AND~~OF ~~EXHIBITS~~BUSINESS ACQUIRED.

~~(a)~~Not ~~FINANCIAL STATEMENTS OF BUSINESS ACQUIRED~~applicable.

~~Not~~(b) ~~applicable~~PRO FORMA FINANCIAL INFORMATION.

~~(b)~~Not ~~PRO FORMA FINANCIAL INFORMATION~~applicable.

~~Not~~(c) ~~applicable~~EXHIBITS.

(c) EXHIBITS.
Exhibit
Number	Description
1.01	Stock Purchase Agreement
10.1	Senior Secured Note
1.02	Standby Purchase Agreement
10.2	Guarantee and Security Agreement
1.03	Amendment No.2 to Line of Credit
10.3	Interim Funding Subordination Agreement
10.4	Waiver to Securities Amendment and Purchase Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.

		HC INNOVATIONS, INC.	~~HC INNOVATIONS, INC.~~
	By:	~~By:~~/s/ R. Scott Walker	~~/s/ R. Scott Walker~~
August 10, 2009			Chief Financial Officer
October 22, 2009		Chief Financial Officer
			President

Filing Compare · HC Innovations, Inc.