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 5, 2017, the Registrant received proceeds of $29,650, net
of financing costs of $3,650, in connection with a Securities
Purchase Agreement and related convertible promissory note, dated
May 4, 2017, in the face amount of Thirty Three Thousand
($33,000.00) Dollars and no cents issued to APG Capital Holdings,
LLC, an independent third party accredited investor (the Holder).
The Promissory Note matures in May 2018 and provides for interest
at the rate of ten (10%) 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 Conversion Price shall be equal to 62% multiplied by the
Market Price, as defined. The Market Price shall be equal to the
lowest trading price of the Registrants common stock on the OTC
Pink during the twenty-five (25) trading-day period ending one
trading day prior to the date of conversion by the Holder. The
Holder anticipates that upon any conversion, the shares of stock
it receives from the Registrant will be freely tradable in
reliance on an exemption from registration under Rule 144 of the
U.S. Securities and Exchange Commission.
The Company also issued a back-end, collateralized convertible
promissory note in the principal amount of $33,000 on the same
terms and conditions as the convertible promissory note that was
funded. This note may be funded upon mutual consent of the
parties in the future. In the event this note is funded by the
Holder, it would be immediately eligible for conversion.
The note may be prepaid during the first six months the note is
outstanding by paying a prepayment penalty 50%. The Company has
reserved 354,838,000 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 APG Capital Holdings, LLC, dated May 4, 2017. |
|
| 10.2 |
Back-end, Collateralized Convertible Promissory Note issued to APG Capital Holdings, LLC, dated May 4, 2017. |
|
| 10.3 |
Securities Purchase Agreement between the Registrant and APG Capital Holdings, LLC, dated May 4, 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 00.00000 at 0.00070 with 78,869,854 shares trading hands.