UNITED STATES
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

Date of Report (Date of earliest event reported): September 24, 2015

BOSTON THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)

Delaware
000-54586
27-0801073
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
 (IRS Employer Identification Number)

1750 Elm Street, Manchester, NH 03104
(Address of principal executive offices) (zip code)

(603) 935-9799
(Registrant's telephone number, including area code)

Copies to:
Stephen M. Fleming
Fleming PLLC
49 Front Street, Suite 206
Rockville Centre, New York 11570
Phone: (516) 833-5034
Fax: (516) 977-1209

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

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

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

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

[ ] 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
Item 3.02                     Unregistered Sales of Equity Securities
Item 2.03                     Creation of a Direct Financial Obligation or an Off-Balance Sheet Arrangement of a Registrant
       
Financing

On September 24, 2015, Boston Therapeutics, Inc. (the "Company") entered into a Securities Purchase Agreement with CJY Holdings Limited ("CJY") pursuant to which CJY invested a total of $750,000 (the "Financing") into the Company in consideration of a Convertible Promissory Note (the "CJY Note").  The CJY Note bears interest of 10% and is payable three years from the date of issuance.  Prior to the maturity date of the CJY Note, CJY may elect to convert all or part of the CJY Note, plus accrued interest, into shares of common stock of the Company at a conversion rate of $0.05 per share.  The closing of the Financing occurred on September 24, 2015.

As of the date hereof, the Company is obligated on CJY Note in the principal amount of $750,000 in connection with the Financing. The CJY Note is a debt obligation arising other than in the ordinary course of business, which constitutes a direct financial obligation of the Company.

Debt Settlements

O n September 23, 2015, the Company settled a loan previously made to the Company by JDF Capital Inc. ("JDF") in consideration of a one-time cash payment by Company to JDF in the amount of $310,000.

In addition, on September 24, 2015, the Company entered into a letter agreement (the "Letter Agreement") with Typenex Co-Investment, LLC ("Typenex"), pursuant to which the Company paid off a 10% Convertible Promissory Note issued to Typenex by the Company in the principal amount of $225,000   and cancelled a Warrant to Purchase Shares of Common Stock exercisable at $0.30 per share for a period of five years.

Additionally, on September 24, 2015, the Company settled a loan previously made to the Company by Vis Vires Group, Inc. ("Vis Vires") in consideration of a one-time cash payment by Company to Vis Vires in the amount of $105,000.

The foregoing information is a summary of each of the agreements involved in the transactions described above, is not complete, and is qualified in its entirety by reference to the full text of those agreements, each of which is attached an exhibit to this Current Report on Form 8-K.  Readers should review those agreements for a complete understanding of the terms and conditions associated with this transaction.
 
 
 
 
 
Item 9.01  Financial Statements and Exhibits
 
Exhibit No.
Description
Form of Securities Purchase Agreement by and between Boston Therapeutics, Inc. and CJY Holdings Limited
 
Form of 10% Convertible Promissory Note issued to CJY Holdings Limited
 
Letter Agreement by and between Boston Therapeutics, Inc. and Typenex Co-Investment, LLC
 
 
 
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
  BOSTON THERAPEUTICS, INC.
 
 Date: October 2, 2015 By: /s /David Platt                                        
  Name: David Platt
  Title: Chief Executive Officer
                                                      
EXHIBIT 4.1
 
 
 
SECURITIES PURCHASE AGREEMENT
 
SECURITIES PURCHASE AGREEMENT (this “ Agreement ”), dated as of September 24, 2015, by and among Boston Therapeutics, Inc. , a Delaware corporation, with headquarters located at 1750 Elm Street, Suite 103, Manchester, NH 03104 (the “ Company ”), and the purchaser set forth on the signature page hereto (the “ Buyer ”).
 
WHEREAS:
 
A.            The Company and the Buyer are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”);
 
B.            Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement a 10% convertible promissory note of the Company, in the form attached hereto as Exhibit “A” , in the principal amount of $750,000 (the “ Note ”), upon the terms and subject to the limitations and conditions set forth in such Note.
 
C.            The Buyer wishes to purchase, upon the terms and conditions stated in this Agreement, the Note ; and
 
NOW THEREFORE , the Company and the Buyer hereby agree as follows:
 
1.   PURCHASE AND SALE OF NOTE .
 
a.   Purchase of Note .  On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company the Note .
 
b.   Form of Payment .  On the Closing Date (as defined below), (i) the Buyer shall pay the purchase price for the Note to be issued and sold to it at the Closing (as defined below) (the “ Purchase Price ”) by wire transfer of immediately available funds to the Company, in accordance with the Company’s written wiring instructions, against delivery of the Note in the principal amount equal to the Purchase Price, and (ii) the Company shall deliver such Note duly executed on behalf of the Company, to such Buyer, against delivery of such Purchase Price.
 
c.   Closing Date .  The date and time of the issuance and sale of the Note pursuant to this Agreement (the “ Closing Date ”) shall be 12:00 noon, Eastern Standard Time on September 24, 2015 or such other mutually agreed upon time.  The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall occur on the Closing Date at such location as may be agreed to by the parties.
 
d.   Subsequent Financing .   The Note is intended  to provide necessary bridge financing to the Company prior to an anticipated financing in the near future of an amount up to $750,000 which is expected to be structured as convertible preferred stock (the "Preferred Financing" ).  Upon the closing of the Preferred Financing, the Note shall automatically convert into the Preferred Financing.
 
 
 
 
 
 
2.   BUYER'S REPRESENTATIONS AND WARRANTIES .  Buyer represents and warrants to the Company that:
 
a.   Investment Purpose .  As of the date hereof, the Buyer is purchasing the Note and the shares of Common Stock issuable upon conversion of or otherwise pursuant to the Note (such shares of Common Stock being collectively referred to herein as the “ Conversion Shares ” and, collectively with the Note , the “ Securities ”) for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act.
 
b.   Accredited Investor Status .  The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “ Accredited Investor ”).
 
c.   Reliance on Exemptions .  The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.
 
d.   Governmental Review .  The Buyer understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities.
 
e.   Transfer or Re-sale .  The Buyer understands that (i) the sale or re-sale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“ Rule 144 ”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(e) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“ Regulation S ”), and the Buyer shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.  Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.
 
 
 
 
 
 
f.   Legends .  The Buyer understands that the Note and Conversion Shares and, until such time as the Conversion Shares have been registered under the 1933 Act or otherwise may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Conversion Shares may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such Securities):
 
“The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended.  The securities may not be sold, transferred or assigned in the absence of an effective registration statement for the securities under said Act, or an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, that registration is not required under said Act or unless sold pursuant to Rule 144 or Regulation S under said Act.”
 
The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected or (c) such holder provides the Company with reasonable assurances that such Security can be sold pursuant to Rule 144 or Regulation S.  The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any.
 
g.   Authorization; Enforcement . This Agreement has been duly and validly authorized.  This Agreement has been duly executed and delivered on behalf of the Buyer, and this Agreement constitutes valid and binding agreements of the Buyer enforceable in accordance with their terms.
 
h.   Residency .  The Buyer is a resident of the jurisdiction set forth immediately below such Buyer’s name on the signature pages hereto.
 
3.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY .  The Company represents and warrants to the Buyer that:
 
 
 
 
 
 
a.   Organization and Qualification .  The Company and each of its subsidiaries, if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted.
 
b.   Authorization; Enforcement .  The Company has all requisite corporate power and authority to enter into and perform this Agreement.
 
c.   Capitalization .  The capitalization of the Company is as set forth in the Company’s reports as filed with the Securities and Exchange Commission.
 
d.   Issuance of Shares .  The Conversion Shares shall be duly authorized and reserved for issuance upon conversion of the Note.
 
e.   Acknowledgment of Dilution .  The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the Conversion Shares.
 
4.   COVENANTS .
 
a.   Blue Sky Laws .  The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable closing pursuant to this Agreement under applicable securities or “blue sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyer on or prior to the Closing Date.
 
5.   GOVERNING LAW; MISCELLANEOUS .
 
a.   Governing Law .  THIS AGREEMENT SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW HAMPSHIRE APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS.  THE PARTIES HERETO HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES FEDERAL COURTS LOCATED IN MANCHESTER, NEW HAMPSHIRE WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS AGREEMENT, THE AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. BOTH PARTIES IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH SUIT OR PROCEEDING.  BOTH PARTIES FURTHER AGREE THAT SERVICE OF PROCESS UPON A PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR PROCEEDING.  NOTHING HEREIN SHALL AFFECT EITHER PARTY’S RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.  BOTH PARTIES AGREE THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER.  THE PARTY WHICH DOES NOT PREVAIL IN ANY DISPUTE ARISING UNDER THIS AGREEMENT SHALL BE RESPONSIBLE FOR ALL FEES AND EXPENSES, INCLUDING ATTORNEYS’ FEES, INCURRED BY THE PREVAILING PARTY IN CONNECTION WITH SUCH DISPUTE.
 
 
 
 
 
 
b.   Counterparts; Signatures by Facsimile .  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party.  This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.
 
c.   Headings .  The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this Agreement.
 
d.   Severability .  In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law.  Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.
 
e.   Entire Agreement; Amendments .  This Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters.  No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the party to be charged with enforcement.
 
f.   Notices .  Any notices required or permitted to be given under the terms of this Agreement shall be sent by certified or registered mail (return receipt requested) or delivered personally or by courier (including a recognized overnight delivery service) or by facsimile and shall be effective five days after being placed in the mail, if mailed by regular United States mail, or upon receipt, if delivered personally or by courier (including a recognized overnight delivery service) or by facsimile, in each case addressed to a party.  The addresses for such communications shall be:
 

 
If to the Company, to:
Boston Therapeutics, Inc.
 
1750 Elm Street, Suite 103
 
Manchester, NH 03104
 
Attention: David Platt
   
 
Facsimile: 
 

 
 
 
 

With a copy to:
Fleming, PLLC
Attn: Stephen Fleming
 
49 Front Street, Suite 206
Rockville Centre, NY 11570
   
 
Facsimile: (516) 977-1029
   

If to the Buyer, to the address set forth on the signature page.  Each party shall provide notice to the other party of any change in address.

g.   Successors and Assigns .  This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns.  Neither the Company nor any Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other.  Notwithstanding the foregoing, subject to Section 2(f), Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from a Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.
 
h.   Third Party Beneficiaries .  This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.
 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
 
 
 
 
 
 
IN WITNESS WHEREOF , the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.
 


BOSTON THERAPEUTICS, INC.


By: /s/David Platt
Name: David Platt
Title: Chief Executive Officer


CJY HOLDINGS LIMITED


By: /s/Cheng Chi Him
Name: Cheng Chi Him
Title:

ADDRESS:                      12 Repulse Bay Road, Hong Kong

AGGREGATE SUBSCRIPTION AMOUNT:

Principal Amount of Note:                                                                                        $750,000
Purchase Price:                                                                                                           $750,000


 
EXHIBIT 4.2

 
NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

$750,000
 
Manchester, New Hampshire
Date: September 24, 2015
 
BOSTON THERAPEUTICS, INC.

10% CONVERTIBLE PROMISSORY NOTE DUE SEPTEMBER 24, 2018

FOR VALUE RECEIVED, BOSTON THERAPEUTICS, INC., a Delaware corporation (the “Company”), hereby promises to pay to the order of CJY HOLDINGS LIMITED (“Holder”), the principal amount of SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000) on September 24, 2018 (“Maturity Date”) or earlier as hereinafter provided.  Interest on the outstanding principal balance shall be paid at maturity at the rate of twelve percent (10%) per annum.  Interest shall be computed on the basis of a 360-day year, using the number of days actually elapsed.

ARTICLE 1.
Events of Default and Acceleration
(a)       Events of Default Defined .  The entire unpaid principal amount of this Note, together with interest thereon shall forthwith become and be due and payable if any one or more the following events (“Events of Default”) shall have occurred (for any reason whatsoever and whether such happening shall be voluntary or involuntary or be affected or come about by operation of law pursuant to or in compliance with any judgment, decree, or order of any court or any order, rule or regulation of any administrative or governmental body) and be continuing.  An Event of Default shall occur:

(i)           if failure shall be made in the payment of the principal of this Note or in the payment of any installment of interest on this Note when and as the same shall become due and such failure shall continue for a period of five (5) days after such payment is due; or

(ii)           if the Company shall consent to the appointment of a receiver, trustee or liquidator of itself or of a substantial part of its property, or shall admit in writing its inability to pay its debts generally as they become due, or shall make a general assignment for the benefit of creditors, or shall file a voluntary petition in bankruptcy, or an answer seeking reorganization in a proceeding under any bankruptcy law (as now or hereafter in effect) or an answer admitting the material allegations of a petition filed against the Company in any such proceeding, or shall by voluntary petition, answer or consent, seek relief under the provisions of any other now existing or future bankruptcy or other similar law providing for the reorganization or winding up of corporations, or an arrangement, composition, extension or adjustment with its or their creditors, or shall, in a petition in bankruptcy filed against it or them be adjudicated a bankrupt, or the Company or its directors or a majority of its stockholders shall vote to dissolve or liquidate the Company; or
 
 
 
 
 

(iii)           if an involuntary petition shall be filed against the Company seeking relief against the Company under any now existing or future bankruptcy, insolvency or other similar law providing for the reorganization or winding up of corporations, or an arrangement, composition, extension or adjustment with its or their creditors, and such petition shall not be stayed or vacated or set aside within ninety (90) days from the filing thereof; or

(iv)           if a court of competent jurisdiction shall enter an order, judgment or decree appointing, without consent of the Company, a receiver, trustee or liquidator of the Company or of all or any substantial part of the property of the Company, or approving a petition filed against the Company seeking a reorganization or arrangement of the Company under the Federal bankruptcy laws or any other applicable law or statute of the United States of America or any State thereof, or any substantial part of the property of the Company shall be sequestered; and such order, judgment or decree shall not be stayed or vacated or set aside within ninety (90) days from the date of the entry thereof.

(v)           In addition to any other remedies, the Holder shall have the right (but not the obligation) to convert this Note at any time after (x) an Event of Default or (y) the Maturity Date at the conversion price then in-effect. The Holder need not provide and the Company hereby waives any presentment, demand, protest or other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such declaration may be rescinded and annulled by Holder at any time prior to payment hereunder. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon.

(b)       Rights of the Holder .  Nothing in this Note shall be construed to modify, amend or limit in any way the right of the Holder to bring an action against the Company.
 
ARTICLE 2.
Conversion

(a) (i)  Conversion at Option of Holder .

(A) The Holder is entitled, at its option, to convert, and sell on the same day, at any time, until payment in full of this Note, all or any part of the principal amount of the Note, plus accrued interest, into shares of the Company’s common stock, par value $0.001 per share, at the price per share equal to $0.05 (the “Conversion Price”). The number of shares of Common Stock issuable upon a conversion hereunder equals the quotient obtained by dividing (x) the outstanding amount of this Note to be converted by (y) the Conversion Price.

(B) The Holder shall effect conversions by delivering to the Company a completed notice in the form attached hereto as Exhibit A (a “Conversion Notice”). The date on which a Conversion Notice is delivered is the “Conversion Date.” Unless the Holder is converting the entire principal amount outstanding under this Note, the Holder is not required to physically surrender this Note to the Company in order to effect conversions. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note plus all accrued and unpaid interest thereon in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversions. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error.
 
 
 
 
 

(ii)  Certain Adjustments .

(A)  If the Company, at any time while this Note is outstanding, shall (a) subdivide outstanding shares of Common Stock into a larger number of shares, (b) combine (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (c) issue by reclassification of shares of the Common Stock any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding before such event and of which the denominator shall be the number of shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

(B) Upon a conversion hereunder the Company shall not be required to issue stock certificates representing fractions of shares of the Common Stock, but may if otherwise permitted, make a cash payment in respect of any final fraction of a share based on the Closing Bid Price at such time. If the Company elects not, or is unable, to make such a cash payment, the Holder shall be entitled to receive, in lieu of the final fraction of a share, one whole share of Common Stock.

(C) The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge to the Holder thereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificate, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of such Note so converted and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

ARTICLE 3.
Miscellaneous

(a)       Prepayments and Partial Payments .  The Company may prepay this Note in whole or in part at anytime; provided, that any partial payment of principal shall be accompanied by payment of accrued interest to the date of prepayment.  Any payment made to the holders of the Notes which is not a full payment of all principal and interest on all of the Notes shall be made pro rata to the holders of the Notes based on the respective principal amounts of the Notes.

(b)       Transferability .  This Note shall not be transferred except in a transaction exempt from registration pursuant to the Securities Act and applicable state securities law.  The Company shall treat as the owner of this Note the person shown as the owner on its books and records.  The term “Holder” shall include the initial holder named on the first page of this Note and any subsequent holder of this Note.

(c)   Subsequent Financing .  This Note is intended  to provide necessary bridge financing to the Company prior to an anticipated financing in the near future of an amount up to $750,000 which is expected to be structured as convertible preferred stock (the "Preferred Financing" ).  Upon the closing of the Preferred Financing, this Note shall automatically convert into the Preferred Financing.
 
 
 
 
 

(c)       WAIVER OF TRIAL BY JURY .  IN ANY LEGAL PROCEEDING TO ENFORCE PAYMENT OF THIS NOTE, THE COMPANY WAIVES TRIAL BY JURY.

(d)       Usury Saving Provision .  All payment obligations arising under this Note are subject to the express condition that at no time shall the Company be obligated or required to pay interest at a rate which could subject the holder of this Note to either civil or criminal liability as a result of being in excess of the maximum rate which the Company is permitted by law to contract or agree to pay.  If by the terms of this Note, the Company is at any time required or obligated to pay interest at a rate in excess of such maximum rate, the applicable rate of interest shall be deemed to be immediately reduced to such maximum rate, and interest thus payable shall be computed at such maximum rate, and the portion of all prior interest payments in excess of such maximum rate shall be applied and shall be deemed to have been payments in reduction of principal.

(e)       Notice to Company .  Notice to the Company shall be given to the Company at its principal executive offices, presently located at 1750 Elm Street, Suite 103, Manchester, NH 03104 , telecopier (___)    -    , attention of CEO, or to such other address or person as the Company may, from time to time, advise the holder of this Note, or to the holder of this Note at the address set forth on the Company’s records.  Notice shall be given by hand delivery, certified or registered mail, return receipt requested, overnight courier service which provides evidence of delivery, or by telecopier if confirmation of receipt is given or of confirmation of transmission is sent as herein provided.

(f)       Governing Law .  This Note shall be governed by the laws of the State of New Hampshire applicable to agreements executed and to be performed wholly within such State.  The Company hereby (i) consents to the non-exclusive jurisdiction of the United States District Court sitting in Manchester, New Hampshire in any action relating to or arising out of this Note, (ii) agrees that any process in any such action may be served upon it, in addition to any other method of service permitted by law, by certified or registered mail, return receipt requested, or by an overnight courier service which obtains evidence of delivery, with the same full force and effect as if personally served upon him and (iii) waives any claim that the jurisdiction of any such tribunal is not a convenient forum for any such action and any defense of lack of in personam jurisdiction with respect thereto.

(g)       Expenses .  In the event that the Holder commences a legal proceeding in order to enforce its rights under this Note, the Company shall pay all reasonable legal fees and expenses incurred by the Holder with respect thereto, if the Holder is successful in enforcing such action.

IN WITNESS WHEREOF, the Company has executed this Note as of the date and year first aforesaid.

BOSTON THERAPEUTICS, INC.


By: /s/David Platt
Name: David Platt
Title: CEO and Director
 
 
 
 
 

 
EXHIBIT “A”
 

 
CONVERSION NOTICE

(To be executed by the Holder in order to Convert the Note)


TO:

The undersigned hereby irrevocably elects to convert $__________________ of the principal amount of Note No. ____ into Shares of Common Stock of BOSTON THERAPEUTICS, INC. , according to the conditions stated therein, as of the Conversion Date written below.

Conversion Date:
 
Amount to be converted:
$        
Conversion Price:
$        
Number of shares of Common Stock to be issued:
 
Amount of Note
Unconverted:
$          
 
  
   
Please issue the shares of Common Stock in the following name and to the following address:
Issue to:
 


 
 
 
 
EXHIBIT 10.1
 
Boston Therapeutics Inc.
303 East Wacker Drive, Suite 1040
Chicago, Illinois 60601

September 24, 2015
Typenex Co-Investment, LLC
303 East Wacker Drive, Suite 1040
Chicago, Illinois 60601

Attn: John M. Fife

 
Re:
Debt Settlement / Warrant Cancellation

Dear Mr. Fife:

Effective September 24, 2015, it is hereby acknowledged by Typenex Co-Investment, LLC, a Utah limited liability company ("Holder"), and Boston Therapeutics, Inc. (the "Company" and collectively with Holder, the "Parties") that the Company previously issued to Holder a 10% Convertible Promissory Note (the "Note"), dated March 12, 2015, in the principal amount of $225,000   (the "Note Amount") and a Warrant to Purchase Shares of Common Stock, dated March 12, 2015, exercisable at $0.30 per share, as adjusted for a period of five years (the "Warrant").  By executing this letter, the Parties agree to settle the Note Amount, including principal and interest, less any payments made, and to terminate the Warrant, through a one-time cash payment by Company to Holder in the amount of $217,500 (the "Cash Settlement Amount").  The payment of the Cash Settlement Amount by the Company to Holder will be in full and final settlement of the Note Amount owed to Holder by the Company and all agreements and contracts between the parties related to the Note and the Warrant shall be terminated.  For the avoidance of doubt, the Warrant shall be terminated and rendered null and void.

In consideration for Holder's receipt of the Cash Settlement Amount and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Holder, on its own behalf and on behalf of any entities which are controlled by Holder, does, in connection with the Note and the Warrant, hereby release and discharge the Company and each of its respective officers, directors, affiliates, agents, counsel, employees vendors, investors, and subsidiaries and its respective administrators, successors and assigns from any and all actions, causes of action, suits, debts, sums of money, accounts, reckonings, notes, bonds, warrants, bills, specialties, covenants, contracts, controversies, agreements, liabilities, obligations, undertakings, promises, damages, claims, compensation and demands whatsoever, in law, admiralty or equity which against them or any of them Holder and its affiliates, executors, administrators, successors and assigns ever had, now have or may in the future can, shall or may have against the Company and affiliate of them in connection with the Note and Warrant, for, upon or by reason or any matter, cause or thing whatsoever from the beginning of the world to the date of this release.
 
 
 
 
 
We kindly request that Holder execute this letter below indicating that Holder agrees with the above.

Sincerely,

Boston Therapeutics, Inc.


By: /s/David Platt              
Name: David Platt
Title: CEO and Director

AGREED AND ACKNOWLEDGED:

Typenex Co-Investment, LLC

By: Red Cliffs Investments, Inc., its Manager


By: /s/John M. Fife         
Name: John M. Fife
Title: President