COATES INTERNATIONAL, LTD. (OTCMKTS:COTE) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN
OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A
REGISTRANT.
On May 4, 2017, the Registrant received the net proceeds of a
Securities Purchase Agreement and related convertible promissory
note, dated May 3, 2017, in the face amount of Forty Five
Thousand ($45,000.00) Dollars and no cents issued to GS Capital
Partners, LLC, (the Holder). The Promissory Note matures in May
2018 and provides for interest at the rate of eight (8%) percent
per annum. The Note may be converted into unregistered shares of
the Registrants common stock, par value $0.0001 per share, at the
Conversion Price, as defined, in whole, or in part, at any time
beginning 180 days after the date of the Note, at the option of
the Holder. All outstanding principal and unpaid accrued interest
is due at maturity, if not converted prior thereto. The
Registrant incurred expenses amounting to $4,500 in connection
with this transaction.
The Conversion Price shall be equal to 65% multiplied by the
Market Price, as defined. The Market Price shall be equal to the
lowest closing daily Volume Weighted Average Price (VWAP) of the
Registrants common stock on the OTC Pink Sheets during the twelve
(12) trading-day period ending one trading day prior to the date
of conversion by the Holder. The number of shares of common stock
to be issued upon conversion shall be equal to the aggregate
amount of principal, interest and penalties, if any divided by
the Conversion Price. The Holder anticipates that upon any
conversion, the shares of stock it receives from the Registrant
will be tradable by relying on an exemption under Rule 144 of the
U.S. Securities and Exchange Commission.
These note may be prepaid with a prepayment penalty equal to 15%
during the first 60 days, 20% during the next 90 days and 30%
during the next 30 days the note is outstanding. The Company has
reserved 461,538,333 shares of its unissued common stock for
potential conversion of the convertible note.
The convertible promissory note was privately offered and sold to
the Holder in reliance on specific exemptions from the
registration requirements of the United States federal and state
securities laws which the Registrant believes are available to
cover this transaction based on representations, warranties,
agreements, acknowledgements and understandings provided to the
Registrant by the Holder.
ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS.
(a) Financial Statements of Business Acquired.
N/A
(b) Pro Forma Financial Information.
N/A
(c) Exhibits.
Exhibit No. | Description | |
10.1 |
Convertible Promissory Note issued to GS Capital Partners, LLC, dated May 3. |
|
10.2 |
Securities Purchase Agreement between the Registrant and GS Capital Partners, LLC, dated May 3, 2017. |
About COATES INTERNATIONAL, LTD. (OTCMKTS:COTE)
Coates International, Ltd. is engaged in developing the Coates Spherical Rotary Valve (CSRV) system technology, which is adaptable for use in piston-driven internal combustion engines of various types. The Company’s CSRV Engines produce only ultra-low levels of harmful emissions while in operation. Engines operating on the CSRV system technology can be powered by a selection of fuels. The CSRV system is designed to replace the intake and exhaust conventional poppet valves used in almost all piston-driven stationary, automotive, motorcycle and marine engines. Unlike conventional valves, which protrude into the engine combustion chamber, the Coates rotary valve system utilizes spherical valves that rotate in a cavity formed between an over two-piece cylinder head. The Coates rotary valve system uses approximately 1/10th the moving parts of conventional poppet valve assemblies. The Company has adapted its technology to industrial engines to power electric generators. COATES INTERNATIONAL, LTD. (OTCMKTS:COTE) Recent Trading Information
COATES INTERNATIONAL, LTD. (OTCMKTS:COTE) closed its last trading session down -0.00010 at 0.00070 with 718,121,421 shares trading hands.