BOSTON THERAPEUTICS, INC. (OTCMKTS:BTHE) Files An 8-K Entry into a Material Definitive Agreement

BOSTON THERAPEUTICS, INC. (OTCMKTS:BTHE) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry Into A Material Definitive Agreement

Item 2.01 Completion of Acquisition or Disposition of Assets
Item 3.02 Unregistered Sales of Equity Securities
Item 5.02 Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory of Certain Officers.
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On February 12, 2018, Boston Therapeutics, Inc. (the “Company”) entered into a Contribution Agreementdated January 1, 2018, with the members of CureDM Group Holdings, LLC, a limited liability company (“CureDM Group”), all of which except five are accredited investors (“CureDM Group Members”) to which the CureDM Group Members agreed to contribute 50% of the outstanding securities of CureDM Group in exchange for an aggregate of 47,741,140 shares of common stock of the Company (the “BTHE Contribution Shares”) of which 25,000,000 BTHE Contribution Shares were delivered at closing and 22,741,140 BTHE Contribution Shares (the “Milestone BTHE Shares”) shall be delivered in four equal tranches of 5,685,285 BTHE Contribution Shares each upon the achievement of specific milestone s(the “CureDM Group Contribution”). The closing of the CureDM Group Contribution occurred on February 12, 2018.

On February 12, 2018, Loraine Upham was appointed as Chief Operating Officer. Except for the CureDM Group Contribution, Ms. Upham has not had direct or indirect material interest in any transaction or proposed transaction, in which the Company was or is a proposed participant, exceeding $120,000. In addition, the Company and Ms. Upham entered into an Executive Retention Agreement to which Ms. Upham was engaged as Chief Operating Officer with an annual salary of $200,000. However, Ms. Upham’s salary shall accrue until the Company has raised a minimum of $1,250,000. In addition, Ms. Upham received a stock option to purchase 4,000,000 shares of common stock under the Company’s Amended and Restated 2011 Stock Incentive Plan, vesting over three (3) years, one third on the first anniversary of the option grant date and the balance in equal quarterly installments. The exercise price of the initial tranche of options (1,333,334 shares) shall be $0.06 per share, the second tranche (1,333,333 shares) shall be $0.10 per share and the final tranche (1,333,333 shares) shall be $0.20 per share. The term of the options is five years.

Ms. Upham served as COO of CureDM Group from 2010. Ms. Upham was appointed as CEO of CureDM Group in October 2016. Ms. Upham has served as a director since 2010. Ms. Upham served as an Executive Director of ABQid, Inc., a startup accelerator, from 2014 through October 2016, as principal of Upham BioConsulting, LLC from 2010 through 2016 and as Vice President of Business Development for Senior Scientific, LLC from 2013 to 2014. From 1991 through 2001, Ms. Upham held various roles with Packard Biosciences. Ms. Upham received her Bachelor of Arts in Molecular Biology from the University of Pennsylvania in 1982 and her MBA from Arizona State University in 1988.

CureDM Group was established in 2010 maintain intellectual property and to execute clinical development of the novel peptide therapeutic, HIP2B, for the treatment of type 1 and type 2 diabetes.

The Company claims an exemption from the registration requirements of the Securities Act of 1933 (the “Securities Act”) for the private placement of these securities to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act. Except for five of the CureDM Group Members, the CureDM Group Members are accredited investors as defined in Rule 501 of Regulation D promulgated under the Securities Act.

The foregoing information is a summary of each of the agreements involved in the transactions described above, is not complete, and is qualified in its entirety by reference to the full text of those agreements, each of which is attached an exhibit to this Current Report on Form 8-K.Readers should review those agreements for a complete understanding of the terms and conditions associated with this transaction.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statement of Business Acquired

Audited financial statements of CureDM Group Holdings, LLC for the years ended December 31, 2017 and 2016 (to be filed by amendment)

Unaudited consolidated financial statements of CureDM Group Holdings, LLC for the nine and three months ended September 30, 2018 (to be filed by amendment)

(b) Pro Forma Financial Information

Unaudited Pro Forma Condensed Consolidated Financial Statements (to be filed by amendment)

(c) Exhibits

Exhibit No. Description of Exhibit

99.1 Audited Financial Statements of CureDM Group, LLC for the years ended December 31, 2016 and 2015 (to be filed by amendment)

Unaudited consolidated financial statements of CureDM Group Holdings, LLC for the nine and three months ended September 30, 2017 (to be filed by amendment)

99.3 Pro-Forma Financial Information (to be filed by amendment)

Boston Therapeutics, Inc. Exhibit
EX-10.1 2 s109010_ex10-1.htm EXHIBIT 10.1   Exhibit 10.1   CONTRIBUTION AGREEMENT   Dated as of January 1,…
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Boston Therapeutics, Inc. (BTI) is a pre-clinical and clinical-stage pharmaceutical company. The Company is focused on the development, manufacture and commercialization of carbohydrate-based therapeutic drugs and dietary supplements designed to address blood sugar management and inflammatory diseases. BTI-320 is its lead product candidate. BTI-320 is a Carbohydrate hydrolyzing Enzyme Inhibitor for treatment of patients with Type 2 diabetes. BTI-320 is a non-systemic, non-toxic, chewable drug candidate for prevention of diabetes and its complications, which is designed to reduce post-meal glucose elevation. BTI-320 is in Phase II clinical development. IPOXYN and OXYFEX are in pre-clinical stage of drug development. IPOXYN is indicated for lower limb vascular complications of diabetes. OXYFEX is indicated for veterinary ischemic tissue. It produces and sells SUGARDOWN, a non-systemic carbohydrate-based dietary food supplement to support post-meal blood glucose.

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