COHBAR, INC. (OTCMKTS:CWBR) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On July 14, 2017, CohBar, Inc. (“CohBar” or the “Company”) accepted subscriptions (the “Subscription Agreements”) from investors and issued common stock and warrants (the “Warrants”) in the private placement described under Item 1.01 below.The disclosure set forth in Item 1.01 of this Current Report is incorporated by reference into this Item 1.01.
The forms of the Subscription Agreement and Warrant are filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K. The summaries of the terms of these documents contained herein are subject to, and qualified in their entirety by, such documents, which are incorporated herein by reference.
| Item 1.01 | Unregistered Sales of Equity Securities |
On July 14, 2017, the Company issued and sold an aggregate of 3,438,053 units at a price of $1.50 per unit for total proceeds of approximately $5.16 million. Officers and directors of the Company purchased an aggregate of 289,334 units in the offering.
Each unit consists of one share of the Company’s common stock and one common stock purchase warrant. Each warrant can be exercised at any time prior to June 30, 2020 for the purchase of one common share of the Company’s stock at an exercise price of $2.25.
The private placement was completed to the exemption from registration provided by Section4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) promulgated thereunder.
| Item 1.01 | Regulation FD Disclosure |
On July 17, 2017, the Company issued a press release regarding the transactions described above under Item 1.01 and Item 1.01 of this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 1.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 1.01 | Financial Statements and Exhibits |
(d) Exhibits
CohBar, Inc. ExhibitEX-4.1 2 f8k071417ex4i_cohbarinc.htm FORM OF WARRANT Exhibit 4.1 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,…To view the full exhibit click here
