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):

 

October 17, 2019 (October 15, 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.)

  

  

  

350 Linden Oaks Rochester New York

 

14625

(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.  [ ]

 

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

None.

N/A

N/A

 

 
 

 

Item 1.01 Entry into a Material Definitive Agreement.  

 

On October 16, 2019, CurAegis Technologies, Inc. (the “Company”) entered into an unsecured subordinated promissory note agreement (the “Loan”) with Richard A. Kaplan as lender. Mr. Kaplan is the Company’s Chief Executive Officer and a director of the Company. The Loan provides for borrowing by the Company of $50,000. The maturity date of the Loan is January 14, 2020, and interest accrues on the outstanding balance of the Loan at a rate of 6% per annum. The description of the Loan 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.

 

 

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 5.07     Submission of Matters to a Vote of Security Holders.

 

On October 15, 2019, CurAegis Technologies, Inc. held its annual shareholders meeting (“Annual Meeting”) for its common and voting preferred shareholders. At the Annual Meeting, the Company’s shareholders voted on each of the matters described below.

 

 

1.

The Company’s shareholders elected nine directors, all of whom constitute the Company’s entire board of directors, to serve for a term of one year and until their successors are duly elected and qualified. The number of shares that (a) voted for the election of each director and (b) withheld authority to vote for each director and the number of broker non-votes are set forth in the table below.

 

Director Nominee

Votes For

Withhold

Broker Non-Vote

Thomas F. Bonadio

46,940,134

867,958

30,871,578

William W. Destler

47,138,512

669,580

30,871,578

Lance Drummond

47,130,067

678,025

30,871,578

Keith E. Gleasman

45,425,988

2,382,104

30,871,578

John W. Heinricy

46,392,047

1,416,045

30,871,578

Richard A. Kaplan

45,673,833

2,134,259

30,871,578

Thomas J. Labus

46,940,012

868,080

30,871,578

E. Philip Saunders

47,109,553

698,539

30,871,578

Gary A. Siconolfi

46,658,192

1,149,900

30,871,578

 

  2.

 

The Company’s shareholders approved the Company’s executive officer compensation programs in effect for the 2019 calendar year. The number of shares that voted for, against or abstained from voting for the advisory vote on the Company’s executive officer compensation programs for the 2019 calendar year, and the number of broker non-votes, are summarized in the table below.

 

 

Votes For

Votes Against

Abstentions

Broker Non-Note

 
 

46,097,162

1,661,415

49,515

30,871,578

 

 

  3.

 

The Company’s shareholders ratified the appointment of Freed Maxick CPAs, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019. The number of shares that voted for, against or abstained from voting for the ratification of the appointment of Freed Maxick CPAs, P.C. are summarized in the table below.

 

Votes For

Votes Against

Abstentions

76,796,940 1,830,491 52,239

                                

2
 

 

Item 8.01

Other Events.

 

The board of directors previously met and took the actions described below.

 

Committee Assignments – The board of directors determined the composition of each committee of the board of directors as follows, with the Chair for the current year as indicated:

 

Audit Committee:

  Thomas F. Bonadio – Chair
  Lance Drummond
  E. Philip Saunders

 

Nominating Committee:

  Gary A. Siconolfi – Chair
  Thomas J. Labus

 

Governance and Compensation Committee:

  William W. Destler - Chair
  John W. Heinricy

 

Officer Positions – The board of directors has elected the following corporate officers to hold the offices or positions noted for the forthcoming year:

 

  Board Chair: Gary A. Siconolfi
  President & Chief Executive Officer: Richard A. Kaplan
  Chief Operating Officer James Donnelly
  Chief Financial Officer & Secretary: Kathleen Browne

            

                

Item 9.01 Financial Statements and Exhibits

 

 

(d) Exhibits.

 

 

 

 

 

Exhibit 10.1

Unsecured Subordinated Promissory Note Agreement, dated October 16, 2019

 

3
 

 

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.

 

 

Torvec, Inc.

     

October 17, 2019

By:

/s/ Kathleen A. Browne

     
   

Kathleen A. Browne

Chief Financial Officer 

 

 

4

Exhibit 10.1

 

 

UNSECURED SUBORDINATED PROMISSORY NOTE AGREEMENT

 

 

$50,000

October 16, 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 Fifty Thousand Dollars ($50,000) (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.

 

 

1.

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 January 14, 2020 (the “Maturity Date”).

 

2.

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.

 

3.

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.

 

4.

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

 

5.

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.

 

6.

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 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.

 

/s/ Kathleen A. Browne /s/ Richard A. Kaplan  
Chief Financial Officer Lender  

       

 

 

/s/ James Donnelly

Chief Operating Officer