Item 1.01 Entry into a Material Definitive Agreement.
Convertible Promissory Notes
On
The Notes are due on
Holders may convert their Notes (including accrued interest) at their option, in
whole or in part, at any time prior to the Maturity Date, at a conversion price
(the "Conversion Price") of
The Company may redeem for cash or Common Stock all or any portion of the Notes,
at its option, on or after
The following events, among others, constitute an event of default under the Notes: (i) failure to pay when due any obligations under the Notes, (ii) any representation or warranty of the Company under the Purchase Agreements and the other documents contemplated by the Purchase Agreement, including the Notes (collectively, the "Loan Documents") being untrue in any material respect as of the date made, (iii) any breach by the Company of any covenant in the Loan Documents, after a cure period, (iv) a material judgment or judgments are rendered against the Company, (v) the Company makes an assignment for the benefit of creditors or (vi) an involuntary proceeding in bankruptcy (or similar proceeding) is filed against the Company. Defaults may only be declared by the holders of a majority of the principal amount of the Notes then outstanding (a "Holder Majority").
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If stockholder approval of the issuance of the Notes is required under applicable NASDAQ or other stock exchange listing rules in order for the Company to issue shares of Common Stock upon conversion of the Notes, the Company is obligated to call one or more meetings of the stockholders for purposes of such approval.
The Notes and the shares of Common Stock underlying the Notes have not been
registered under the Securities Act of 1933, as amended, and may not be offered
or sold in
We paid the Placement Agent (the name of which will be disclosed on a subsequent
Current Report on Form 8-K) including its sub-agents, a commission of 10% of the
funds raised at the Third Closing (an increase from the 8% commission rate
previously paid at some prior Closings) from investors introduced by the
Placement Agent. In addition, the Placement Agent received warrants (the
"Placement Agent Warrants") to purchase a number of shares of Common Stock equal
to 10% of the shares of Common Stock issuable upon conversion of the Notes sold
to the investors at the Third Closing who were introduced by the Placement
Agent. As a result of the foregoing arrangement, at the Fourth Closing, the
Placement Agent (including its sub-agents) was paid commissions of
The summary set forth above does not purport to be complete and is qualified in its entirety by reference to the forms of Purchase Agreement and Note, which are incorporated by reference herein.
Guarantee
The Company's wholly-owned subsidiary, Protagenic Therapeutics Canada (2006)
Inc., a corporation formed under the laws of the Province of
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
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Item 3.02 Unregistered Sales of
The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The sale and issuance of the Notes, and the issuance of shares of Common Stock upon conversion thereof, have been determined to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder as transactions by an issuer not involving a public offering. The Investors have represented that they are accredited investors, as that term is defined in Regulation D, and that they are acquiring the securities for investment purposes only and not with a view to or for sale in connection with any distribution thereof.
Item 3.03 Material Modification of Rights of Security Holders.
The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 10.1 Form of Convertible Note Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, as filed onNovember 21, 2019 (the "November 21 Form 8-K"). 10.2 Form of Convertible Promissory Note (incorporated by reference to Exhibit 10.2 to theNovember 21 Form 8-K). 10.3 Form of Guaranty Note (incorporated by reference to Exhibit 10.3 to theNovember 21 Form 8-K). 4
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