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 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
|
| Item 3.02 | Unregistered Sales of Equity Securities |
On April 26, 2017, Boston Therapeutics, Inc. (the Company)
entered into Securities Purchase Agreement with CJY Holdings
Limited (CJY) providing for the sale by the Company to CJY of 6%
Subordinated Convertible Debenture in an amount of up to
$1,000,000 (the Debentures). In addition to the Debentures, CJY
will also receive stock purchase warrants (the Warrants) to
acquire 500,000 shares of common stock of the Company for every
$50,000 in Debentures purchased. The Warrants are exercisable for
five years at an exercise price of $0.10 and may be exercised on
a cashless basis. The Company may only use the proceeds for the
payment of services or materials associated with clinical trials.
The Company closed on $200,000 in financing and issued the
related Debentures and Warrants under this agreement on April 26,
2017.
The Debentures bear interest at 6% per annum and mature two years
from issuance.CJY may elect to convert all or part of the
Debentures, plus accrued interest, at any time into shares of
common stock of the Company at a conversion price of $0.10 per
share. Interest on the Debentures is payable in cash or shares of
common stock at $0.10 per share quarterly commencing June 30,
2017.The conversion price is subject to adjustment for stock
dividends and stock splits. In addition, if after the original
issue date of the Debentures, either (i) the volume weighted
average price equals or exceeds $0.50 for 10 consecutive trading
days or (ii) the Company’s elects to lists a class of securities
on a national securities exchange, the Company may cause CJY to
convert all or part of the then outstanding principal amount of
the Debentures plus, accrued but unpaid interest, liquidated
damages and other amounts owed.
CJY agreed to restrict its ability to convert the Debentures and
exercise the Warrants and receive shares of common stock such
that the number of shares of commonstock held by CJY after
suchconversionor exercise does not exceed 4.99% of the then
issued and outstanding shares of common stock.
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. CJY is an accredited investor as
defined in Rule 501 of Regulation D promulgated under the
Securities Act. As of the date hereof, the Company is obligated
on $200,000 in face amount of Debentures issued to CJY. The
Debentures are a debt obligation arising other than in the
ordinary course of business which constitute a direct financial
obligation of the Company.
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 |
| Exhibit No. | Description of Exhibit | |
| 4.1 |
Securities Purchase Agreement entered between Boston Therapeutics, Inc. and CJY Holdings Limited |
|
| 4.2 | Form of 6% Subordinated Convertible Debenture | |
| 4.3 | Form of Stock Purchase Warrants |
About BOSTON THERAPEUTICS, INC. (OTCMKTS:BTHE)
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. BOSTON THERAPEUTICS, INC. (OTCMKTS:BTHE) Recent Trading Information
BOSTON THERAPEUTICS, INC. (OTCMKTS:BTHE) closed its last trading session down -0.0095 at 0.0550 with 19,800 shares trading hands.