CurAegis Technologies, Inc. (OTCMKTS:CRGS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
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Entry into a Material Definitive Agreement |
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Item 2.03 |
Creation of a Direct Financial Obligation or an |
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Item 3.02 |
Unregistered Sales of Equity Securities |
During the period beginning on November 8, 2016, and ending on
December 16, 2016, CurAegis Technologies, Inc. (the Company)
conducted subsequent closings to the Securities Purchase
Agreement, dated August 25, 2016 (the Agreement) between the
Company and the investors listed therein. The Agreement was
previously described in the Companys Current Report on Form 8-K
filed with the Securities and Exchange Commission on September 1,
2016. At these subsequent closings, the Company issued
convertible promissory notes (Notes) in the aggregate principal
amount of $373,000 and common stock purchase warrants (Warrants)
to purchase up to such number of shares of the Companys common
stock equal to 10% of the principal amount invested. Richard A.
Kaplan, chief executive officer and director of the Company,
invested $142,500 as part of the subsequent closings. The Notes
have a maturity date five years from the date of issuance and are
convertible into the Companys common stock at a per share
conversion price of $0.25 per share. The Warrants are exercisable
for up to ten years from the date of issue at a per share
exercise price of $0.25 per share. The descriptions of the
Agreement, the subsequent closing, and the Notes and Warrants are
qualified in their entirety by reference to the Exhibits, which
are attached hereto and incorporated herein by reference.
The Notes and Warrants were sold in a private placement exempt
from registration under Section 4(a)(2) of the Securities Act of
1933 (Securities Act), as amended, and Rule 506 thereunder. Each
purchaser is an accredited investor. Such securities will not be
registered under the Securities Act and may not be offered or
sold in the United States absent registration or an applicable
exemption from registration requirements. This report does not
constitute an offer for the sale of any securities.
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Item 9.01 |
Financial Statements and Exhibits |
4.1Securities Purchase Agreement between CurAegis Technologies,
Inc. and the investors listed therein, dated August25, 2016
(incorporated by reference to Exhibit 4.1 to CurAegis
Technologies, Inc.s Current Report on Form 8-Kfiled with the SEC
on September 1, 2016).
4.2Form of Convertible Promissory Note (incorporated by reference
to Exhibit 4.2 to CurAegis Technologies, Inc.sCurrent Report on
Form 8-K filed with the SEC on September 1, 2016).
4.3Form of Common Stock Purchase Warrant (incorporated by
reference to Exhibit 4.3 to CurAegis Technologies, Inc.sCurrent
Report on Form 8-K filed with the SEC on September 1, 2016).
About CurAegis Technologies, Inc. (OTCMKTS:CRGS)
CurAegis Technologies Inc., formerly Torvec, Inc., develops and markets technologies in the areas of power, safety and wellness. The Company is focused on technologies, such as the Circadian User Risk Assessment (CURA) system and the Aegis hydraulic pump. The Company’s divisions include CURA Division and Aegis Division. The CURA division is engaged in the fatigue management business. The CURA system consists of individual elements, including the myCadian watch; panic-button and man-down system; CURA software, and the Z-Coach wellness program. The myCadian watch, a wearable device paired with the CURA system, is a real time alertness and emergency monitoring system that addresses sleep and fatigue management solutions. The Z-Coach e-learning module includes Z-Coach Aviation, which is designed for aviation professionals, from flight and ground crews, to scheduling, dispatch, administration and management. The Company’s Aegis division is engaged in the power and hydraulic business. CurAegis Technologies, Inc. (OTCMKTS:CRGS) Recent Trading Information
CurAegis Technologies, Inc. (OTCMKTS:CRGS) closed its last trading session up +0.040 at 0.660 with 12,281 shares trading hands.