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
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Date of Report (Date of Earliest Event Reported): |
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December 6, 2017 ( November 30, 2017) |
CurAegis Technologies, Inc.
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(Exact name of registrant as specified in its charter)
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New York |
000-24455 |
16-1509512 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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1999 Mt. Read Blvd, Bldg. 3, Rochester, New York |
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14615 |
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(Address of principal executive offices) |
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(Zip Code) |
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Registrant ’s telephone number, including area code: |
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585-254-1100 |
Not Applicable
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Former name or former address, if changed since last report
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:
[ ] 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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
On November 30, 2017, CurAegis Technologies, Inc. (the “Company”) entered into Amendment No. 2 to Securities Purchase Agreement, made as of November 30, 2017, by and between the Company and the investors signatory thereto (the “Amendment”). The Amendment increased the aggregate principal amount of the Company’s 6% Senior Convertible Promissory Notes (the “2017 Convertible Notes”) available for sale from $3 million to $4 million. It also decreased the price at which the 2017 Convertible Notes are convertible into common stock from $0.50 per share to $0.333 per share, and the price at which the Company’s common stock purchase warrants (the “Warrants”) are exercisable into common stock from $0.50 per share to $0.333 per share. The description of the Amendment is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 hereto, and incorporated by reference herein.
The 2017 Convertible Notes and Warrants are being sold in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933 (“Securities Act”), as amended, and Rule 506 thereunder. Each purchaser is an accredited investor. Such securities will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This report does not constitute an offer for the sale of any securities.
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Item 8.01 |
Other Events |
On December 6, 2017, Richard A. Kaplan, the Company’s Chief Executive Officer provided an update of the Company’s recent events. A copy of the update is attached hereto as Exhibit 99.1 and incorporated herein by reference.
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Item 9.01 |
Financial Statements and Exhibits |
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10 .1 |
Amendment No. 2 to Securities Purchase Agreement, made as of November 30, 2017. |
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99 .1 |
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.
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CurAegis Technologies, Inc. |
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December 6, 2017 |
By: |
/s/ Kathleen A. Browne |
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Kathleen A. Browne |
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Chief Financial Officer |
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Exhibit 10.1
AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT
This AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT (this “ Amendment ”) is made as of November 30, 2017 (the “ Effective Date ”), among CurAegis Technologies, Inc., a New York corporation (the “ Company ”), and each Purchaser executing a signature page to this Amendment. All capitalized terms used but not defined in this Amendment shall have the meanings set forth in the Securities Purchase Agreement (as defined below).
RECITALS
WHEREAS, the Company and each Purchaser executing a signature page to this Amendment are parties to that certain Securities Purchase Agreement, dated as of May 31, 2017 (as amended by that certain Amendment to Securities Purchase Agreement, made as of August 4, 2017, among the Company and each Purchaser executing a signature page thereto, the “ Securities Purchase Agreement ”); and
WHEREAS, pursuant to Section 8.7 of the Securities Purchase Agreement, the Securities Purchase Agreement may be amended upon the consent of the Company and Purchasers representing a majority of the outstanding Securities (the “ Required Consent ”), and the undersigned constitute the Required Consent.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Amendment, intending to be legally bound, agree as follows:
Section 1. Amendment s .
1.1. Recital A. The phrase “Three Million Dollars ($3,000,000)” in Recital A of the Securities Purchase Agreement is hereby deleted and replaced with “Four Million Dollars ($4,000,000)”.
1.2 Section 2.3(a). The phrase “does not exceed $3,000,000” in Section 2.3(a) of the Securities Purchase Agreement is hereby deleted and replaced with “does not exceed $4,000,000”.
1.3 Exhibit A. Section 1(c) of the form of Note attached as Exhibit A to the Securities Purchase Agreement is hereby deleted in its entirety and replaced with “(c) “ Conversion Price ” means $0.333, subject to adjustment as set forth in Section 6.”.
1.4 Exhibit B. The phrase “at a purchase price per share equal to $0.50 (the “ Exercise Price ”)” in the introductory paragraph of the form of Warrant attached as Exhibit B to the Securities Purchase Agreement is hereby deleted and replaced with “at a purchase price per share equal to $0.333 (the “ Exercise Price ”)”.
1 .5 Except as otherwise specifically provided herein, all terms, provisions and conditions of the Securities Purchase Agreement remain in full force and effect. To the extent the terms, provisions or conditions of this Amendment and those of the Securities Purchase Agreement are in conflict, the terms, provisions or conditions of this Amendment shall supersede those of the Securities Purchase Agreement. This Amendment shall be attached to and become a part of the Securities Purchase Agreement, and from and after the date hereof, references to the Securities Purchase Agreement shall mean the Securities Purchase Agreement as amended by this Amendment.
Section 2. Miscellaneous .
2.1. This Amendment contains the entire agreement and understanding among the parties hereto concerning the subject matter herein and supersedes all prior agreements, written or oral, concerning the subject matter herein and there are no oral understandings, statements or stipulations bearing upon the effect of this Amendment which have not been incorporated herein.
2.2 This Amendment may be executed simultaneously in one or more counterparts, each one of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A signed copy of this Amendment delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Amendment.
[ signature page follows]
IN WITNESS WHEREOF , the Company and the Purchasers executing a signature page hereto have executed this Amendment effective as of the Effective Date.
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CURAEGIS TECHNOLOGIES, INC.
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By: _____________________ Name: Kathleen A. Browne Title: Chief Financial Officer |
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Exhibit 99.1
December 6, 2017
CurAegis Technologies, Inc.
The CURA Division
As previously reported, we have moved the management and responsibilities for the development of our CURA platform in-house. Our new head of development has taken the last 60 days to analyze what we have and what we have to accomplish to get our technology “product ready”. This has not been an easy task but we have made good strides. Although we have already begun some programs, we have moved our dates for most of our pilots from the fourth quarter to January, using what we can of our existing platform. Our pilot companies have been understanding and are looking forward to starting. The big news is that we are changing the structure of our existing CURA platform and are pursuing an aggressive timeline to create a new, robust platform that will meet our customers wants and needs. We are hoping to have this offering done and ready to deliver in March or April. This coincides well with the end of our pilots that we hope to convert to large sales. This will serve both our corporate and consumer markets. It must be stated that we know we have been very bad in estimating our dates for the CURA division. Our estimates have been based on information from the developers. Now that this responsibility has moved in-house I am hopeful that there will be significant improvement in our forecasting and performance.
Aegis Division
As reported, we are very excited regarding the testing of our pump and motor technologies. Our plans are to license these to existing companies. We have scheduled and will continue to schedule meetings with some very large corporations who have expressed interest. We will keep you posted as this process continues.
Corporate
We are continuing our fund-raising activities and have raised over $2.4 million. We are cautiously optimistic on reaching our goal of $4 million.
As I have previously stated, start-ups are messy and go through many difficult times on their way to success. CurAegis is not an exception to this rule. Even though we have two potentially world-changing technologies, their implementation is never easy. I very much appreciate your patience and that you continue to share our confidence in our future.
Thank you.
Richard A. Kaplan CEO
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS. This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations or beliefs, and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to changes in economic, business, competitive, technological, strategic and/or regulatory factors and other factors affecting the operation of CurAegis’ businesses. More detailed information about these factors may be found in filings by CurAegis with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, and periodic reports on Form 8-K. CurAegis is under no obligation to, and expressly disclaims any such obligation to, update or alter its forward-looking statements, whether as a result of new information, future events, or otherwise.
ABOUT CURAEGIS TECHNOLOGIES, INC. CurAegis Technologies, Inc. (OTCQB: CRGS) was incorporated as a New York business corporation on September 25, 1996. The Company develops and markets advanced technologies in the areas of power, safety and wellness. The Company is focusing its commercialization strategies on the following technologies: (i) the CURA System which includes a wearable device, the myCadian™ watch which measures degradation of alertness and sleep attributes and the Z-Coach education and training program and (ii) the Aegis hydraulic pump. The CURA System consists of hardware and software that measures multiple metrics in order to establish that a person's ability to perform a task or job appears to be degrading. The Aegis hydraulic pump is an innovative hydraulic design, whose goal is to deliver better efficiencies in a package that is smaller and lighter than existing technologies. The Company has not had any significant revenue-producing operations.
CONTACT : Richard A. Kaplan Chief Executive Officer 585-254-1100