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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February 26, 2018 ( February 21, 2018) |
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 February 21, 2018, CurAegis Technologies, Inc. (the “Company”) entered into Amendment No. 3 to Securities Purchase Agreement, 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 $4 million to $5 million. 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 9.01 |
Financial Statements and Exhibits |
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10.1 |
Amendment No. 3 to Securities Purchase Agreement, made as of February 21 , 201 8 . |
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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February 2 6 , 201 8 |
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. 3 TO SECURITIES PURCHASE AGREEMENT
This AMENDMENT NO. 3 TO SECURITIES PURCHASE AGREEMENT (this “ Amendment ”) is made as of February 21, 2018 (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, and that certain Amendment No. 2 to Securities Purchase Agreement, made as of November 30, 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 “Four Million Dollars ($4,000,000)” in Recital A of the Securities Purchase Agreement is hereby deleted and replaced with “Five Million Dollars ($5,000,000)”.
1.2 Section 2.3(a). The phrase “one hundred twenty (120) days” in Section 2.3(a) of the Securities Purchase Agreement is hereby deleted and replaced with “three hundred (300) days”. The phrase “does not exceed $4,000,000” in Section 2.3(a) of the Securities Purchase Agreement is hereby deleted and replaced with “does not exceed $5,000,000”.
1 .3 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: /s/ Kathleen A. Browne Name: Kathleen A. Browne Title: Chief Financial Officer |
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PURCHASERS: |
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