CurAegis Technologies, Inc. (Form: 8-K, Received: 04/08/2019 13:38:57)

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):

April 8 , 2019 ( April 4 , 2019 )

CurAegis Technologies, Inc.

(Exact name of registrant as specified in its charter)

New York	000-24455	16-1509512
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1999 Mt. Read Blvd, Bldg. 3, Rochester, New York		14615
(Address of principal executive offices)		(Zip Code)


Registrant’s telephone number, including area code:		585-254-1100

Not Applicable

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. [ ]

Item 1.01 Entry into a Material Definitive Agreement

On April 4, 2019, CurAegis Technologies, Inc. (the “Company”) entered into an unsecured subordinated promissory note agreement (the “Kaplan Note”), with Richard A. Kaplan as lender. Mr. Kaplan is the Company’s Chief Executive Officer and is a director of the Company. The Kaplan Note provides for borrowing by the Company of $100,000. The maturity date of the Loan is July 3, 2019, and interest accrues on the outstanding balance of the Kaplan Note at a rate of 6% per annum. The description of the Kaplan Note above is only a summary and is subject to, and qualified in its entirety by reference to, the unsecured subordinated promissory note agreement, a copy of which is attached as Exhibit 10.1 and incorporated by reference in this Current Report on Form 8-K.

On March 26, 2019, the Company entered into an unsecured subordinated promissory note agreement (the “Destler Note”), with William Destler as lender. The Company’s Audit Committee approved this related party agreement on April 4, 2019. Mr. Destler is a director of the Company. The Destler Note provides for borrowing by the Company of $25,000. The maturity date of the Destler Note is June 24, 2019, and interest accrues on the outstanding balance of the Destler Note at a rate of 6% per annum. The description of the Note herein is only a summary and is subject to, and qualified in its entirety by reference to, the unsecured subordinated promissory note agreement, a copy of which is attached as Exhibit 10.2 and incorporated by reference in this Current Report on Form 8-K.

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 above under “Item 1.01 Entry into a Material Definitive Agreement” is incorporated by reference in Item 2.03 of this Current Report on Form 8-K.

Item 8.01 Other Events

On April 4, 2019, 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.

Item 9.01 Financial Statements and Exhibits

10.1 Unsecured Subordinated Promissory Note Agreement dated April 4, 2019

10.2 Unsecured Subordinated Promissory Note Agreement dated March 26, 2019

99.1 CEO Update dated April 4, 2019

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.

	CurAegis Technologies, Inc.


April 8 , 2019	By:	/s/ Kathleen A. Browne
		Kathleen A. Browne
		Chief Financial Officer

Exhibit 10.1

UNSECURED SUBORDINATED PROMISSORY NOTE AGREEMENT

$100,000

April 4, 2019

For value received, CurAegis Technologies, Inc., a New York state corporation (the “Company”), promises to pay to RICHARD A. KAPLAN, the principal sum of One Hundred Thousand Dollars ($100,000) (the “Principal Amount”). This Note is subject to the following terms and conditions.

Maturity. This Note is callable at the election of the holder but in no instance, will the maturity date exceed 90 days from the date of issuance, and as such is due and payable no later than July 3, 2019 (the “Maturity Date”).

Interest. Simple interest shall accrue on this Note at the rate of six percent per annum (6%) and shall be payable upon repayment of the principal.

Payment. All payments shall be made in lawful money of the United States of America at such place as the Holder hereof may from time to time designate in writing to the Company. Payment shall be first credited to accrued interest then due and payable, and the remainder shall be applied to the outstanding Principal Amount. The Note may be prepaid in whole or in part from time to time by the Company.

Nature of Obligation. This Note is a general unsecured obligation of the Company.

Transfers: Successors and Assigns : The terms and conditions of this Note share inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties hereto. Notwithstanding the foregoing, the Holder may not assign, pledge or otherwise transfer all or any part of the Note without prior written consent of the Company.

Governing Law : This Note and all acts and transactions pursuant to the rights and obligation of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the state of New York, without giving effect to principles of conflicts of law.

	7.	Subordination : The Holder acknowledges and agrees that the Company’s payment obligation under this Note is subordinated to the obligations of the Company to its lenders under any other financing facility in the event that the Company is unable to meet its obligations. In such event, no payments under this Note shall be paid to the Holder and any payment received by the Holder shall be immediately returned to the Company until such time as the Company is able to satisfy such obligations to the Lenders in full. By accepting this agreement, the Holder agrees to execute a subordination agreement with any Lender evidencing such subordination. If the terms and conditions of any subordination agreement with any Lender shall change, the Holder shall execute and deliver such further documents or instruments as such Lender may reasonably request in order to give effect to the provisions of such subordination agreement and the provisions of this Note.


		CurAegis Technologies, Inc. /s/ Keith Gleasman Keith Gleasman President

Exhibit 10.2

UNSECURED SUBORDINATED PROMISSORY NOTE AGREEMENT

$25,000

March 26, 2019

For value received, CurAegis Technologies, Inc., a New York state corporation (“the Company”), promises to pay to WILLIAM DESTLER, the principal sum of Twenty-Five Thousand Dollars ($25,000) (the “Principal Amount”). Simple interest shall accrue from the issuance date of this Note on the unpaid Principal Amount at a rate equal to six percent per annum (6%). This Note is subject to the following terms and conditions.

Maturity. This Note is callable at the election of the holder but in no instance, will the maturity date exceed 90days from the date of issuance, and as such is due and payable no later than June 24, 2019 (the “Maturity Date”).

Interest. Interest shall accrue on this Note at the rate of six percent per annum (6%) and shall be payable upon repayment of the Principal.

Nature of Obligation. This Note is a general unsecured obligation of the Company.

Transfers: Successors and Assigns : The terms and conditions of this Note share inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties. Notwithstanding the foregoing, the Holder may not assign, pledge or otherwise transfer all or any part of the Note without prior written consent of the Company.

Subordination : The Holder acknowledges and agrees that the Company’s payment obligation under this Note may be subordinated to the obligations of the Company to its lenders under any other financing facility in the event that the Company is unable to meet its obligations. In such event, no payments under this Note shall be paid to the Holder and any payment received by the Holder shall be immediately returned to the Company until such time as the Company is able to satisfy such obligations to the Lenders in full. By accepting this agreement, the Holder agrees to execute a subordination agreement with any Lender evidencing such subordination. If the terms and conditions of any subordination agreement with any Lender shall change, the Holder shall execute and deliver such further documents or instruments as such Lender may reasonably request in order to give effect to the provisions of such subordination agreement and the provisions of this Note.

CurAegis Technologies, Inc.

Richard A. Kaplan

Chief Executive Officer

Kathleen A. Browne

Chief Financial officer

Exhibit 99.1

CURAEGIS TECHNOLOGIES, INC.

CEO Report

April 4, 2019

Dear CurAegis Technologies Shareholders,

This is a short CEO update for CurAegis Technologies, Inc. as of April 4, 2019.

As you know we were considering licensing the Aegis pump and motor technology. However, having completed a comprehensive evaluation of the complexity of such a license, the marketplace acceptance of such a relationship, the best potential return on our investment, and the time to revenue, our Board has decided that it is in the company’s best interest to monetize this technology through divestiture and concentrate increased efforts on the CURA technology.

I am happy to report that we have signed an agreement with the investment banking firm, Paramax Corporation, to provide financial advisory services to us in connection with the sale of our Aegis pump and motor technology.

We have interviewed a number of large and small sized firms and believe that Paramax is our best choice. They have a very impressive track record and have completed over 300 transactions of which a large percentage were industrial and international. Check out their website for more information: www.paramaxcorp.com

Russell D’Alba, President and Managing Director states, “My Paramax colleagues and I are excited to have been selected to advise CurAegis Technologies relative to the Aegis division.”

I hope to release another CEO report regarding our CURA software and products soon.

Thank you,

Richard A. Kaplan

CurAegis Technologies, Inc.

CEO