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): June 12, 2018

 

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)

 

354 Merrimack Street, #4, Lawrence, MA 01843

(Address of principal executive offices) (zip code)

 

(603) 935-9799

(Registrant’s telephone number, including area code)

 

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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

On June 12, 2018, Boston Therapeutics, Inc. (the “Company”) received a short-term loan in the aggregate principal amount of $100,000 from World Technology East II Limited (“WTE2”). WTE2 is a Hong Kong company owned equally by Carl W. Rausch, the Company’s CEO and a director, and Conroy Chi-Heng Cheng, a director of the Company.

 

To evidence the loan, the Company issued WTE2 a promissory note (the “WTE2 Note”) in the aggregate principal amount of $100,000. The WTE2 Note is an unsecured obligation of the Company and is not convertible into equity securities of the Company. Principal and interest under the WTE2 Note is due and payable June 12, 2019, however, in the event that the Company raises in excess of $1,000,000 in equity financing, then the Company will use part of its proceeds to pay off the WTE2 Note. Interest accrues on the WTE2 Note at the rate of 10.0% per annum. The WTE2 Note contains terms and events of default customary for similar transactions. The Company is using the net proceeds from the transaction for general business and working capital purposes.

 

The description of the terms and conditions of the WTE2 Note does not purport to be complete and is qualified in its entirety by the full text of the form of the WTE2 Note, which is filed as an exhibit to this Form 8-K.

 

Item 9.01 Financial Statements and Exhibits

 

(c) Exhibits

 

Exhibit No. Description of Exhibit

 

4.1 Form of Promissory Note dated June 12, 2018

 

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: June 14, 2018 By: /s/ Carl W. Rausch
  Name: Carl W. Rausch
  Title: Chief Executive Officer

 

 

 

Exhibit 4.1

 

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND IT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR STATE LAW OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS; AND THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL AS TO THE AVAILABILITY OF SUCH EXEMPTION.

 

BOSTON THERAPEUTICS, INC.

 

PROMISSORY NOTE

 

$100,000.00 Lawrence, MA
  Date: June 12, 2018

 

Boston Therapeutics, Inc., a Delaware corporation (the “Maker”), for value received, hereby promises to pay to _____________________ or registered assigns (the “Holder”), the principal sum of ONE HUNDRED THOUSAND 00/XX ($100,000) Dollars in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts. Maker further promises to pay interest on the unpaid principal balance hereof at the rate of ten percent (10%) per annum. Principal and interest on the outstanding balance shall be paid on or prior to June 12, 2019 (the “Maturity Date”). Interest shall be calculated on the basis of a 360 day year and actual days elapsed. In no event shall the interest charged hereunder exceed the maximum permitted under the laws of the State of Massachusetts. In the event that the Maker raises in excess of One Million ($1,000,000) dollars in equity financing, then the Maker will use part of its proceeds to pay off this Note.

 

This Note can be prepaid in whole or in part at any time without the consent of the Holder provided that Maker shall pay all accrued interest on the principal so prepaid to date of such prepayment.

 

The entire unpaid principal balance of this Note and interest accrued with respect thereto shall be immediately due and payable upon the occurrence of any of the following (each, an “Event of Default”):

 

a. Application for, or consent to, the appointment of a receiver, trustee or liquidator for Maker or of its property;

 

b. Admission in writing of the Maker’s inability to pay its debts as they mature;

 

c. General assignment by the Maker for the benefit of creditors;

 

d. Filing by the Maker of a voluntary petition in bankruptcy or a petition or an answer seeking reorganization, or an arrangement with creditors; or

 

1  

 

e. Entering against the Maker of a court order approving a petition filed against it under the federal bankruptcy laws, which order shall not have been vacated or set aside or otherwise terminated within 60 days.

 

f.       Default in the payment of the principal or accrued interest on this Note, when and as the same shall become due and payable, whether by acceleration or otherwise;

 

g.       Default in any covenant or obligation of Maker in favor of Holder arising pursuant to the agreement between Maker and Holder dated as of the date of this Note.

 

All rights and remedies available to the Holder pursuant to the provisions of applicable law and otherwise are cumulative, not exclusive and enforceable alternatively, successively and/or concurrently after default by Maker pursuant to the provisions of this Note.

 

The Maker waives demand, presentment, protest and notice of any kind and consents to the extension of time of payments, the release, surrender or substitution of any and all security or guarantees for the obligations evidenced hereby or other indulgence with respect to this Note, all without notice.

 

This Note may not be changed, modified or terminated orally, but only by an agreement in writing, signed by the party to be charged.

 

In the event of any litigation with respect to the obligations evidenced by this Note, the Maker waives the right to a trial by jury and all rights of set-off and rights to interpose permissive counterclaims and cross-claims. This Note shall be governed by and construed in accordance with the laws of the State of Massachusetts and shall be binding upon the successors, endorsees or assigns of the Maker and inure to the benefit of the Holder, its successors, endorsees and assigns.

 

The Maker hereby irrevocably consents to the jurisdiction of the courts of Essex County, in the State of Massachusetts and the United States District Court for the District of Massachusetts in connection with any action or proceeding arising out of or relating to this Note. If any term or provision of this Note shall be held invalid, illegal or unenforceable, the validity of all other terms and provisions hereof shall in no way be affected thereby.

 

  BOSTON THERAPEUTICS, INC.
     
  By:  
  Name:
  Title:

 

2