FCCC, INC. (OTCMKTS:FCIC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On September 21, 2020, FCCC, Inc., a Connecticut corporation (the “Company”) entered into a Note Purchase Agreement (the “Purchase Agreement”) with Frederick L. Farrar, the Company’s Chief Executive Officer and Chief Financial Officer. to the Purchase Agreement, on September 21, 2020, the Company issued and sold to Mr. Farrar a Convertible Promissory Note in aggregate principal amount of $65,000 bearing 5.0% interest per annum due and payable in cash on October 31, 2022 (the “Note”).
The Note is unsecured and may be prepaid by the Company in whole or in part at any time without penalty or premium, at the option of the Company. Mr. Farrar has the option, on or prior to the maturity date, to convert all (but not less than all) of the principal and accrued but unpaid interest under this Note into the Company’s common stock, no par value, at a conversion price of $0.23 per share. The most recent trade price for the Company’s common stock prior to entering into the Purchase Agreement was $0.21 per share.
The Purchase Agreement and the Note were each reviewed and approved by the Company’s board of directors, including all disinterested directors.
The descriptions of the Purchase Agreement and the Note do not purport to be complete and are qualified in their entirety by reference to the forms of the Purchase Agreement and Note which are attached as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K, and each of which is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information in Item 1.01 is incorporated by reference herein.
Item 3.02. Unregistered Sales of Equity Securities.
The information in Item 1.01 is incorporated by reference herein.
The Note was issued in reliance upon exemptions from registration requirements to Section 4(a)(2) under the Securities Act of 1933, as amended, and Regulation D promulgated thereunder, and to applicable state securities laws and regulations, in that the sale and purchase of such securities did not involve any public offering, Mr. Farrar is an “accredited investor” as that term is defined under Rule 501 of Regulation D, Mr. Farrar had access to information about the Company and its investment, Mr. Farrar took the securities for investment and not resale, and the Company took appropriate measures to restrict the transfer of the securities.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
FCCC INC Exhibit
EX-10.1 2 fccc_ex101.htm NOTE PURCHASE AGREEMENT fccc_ex101.htmEXHIBIT 10.1 FCCC,…
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About FCCC, INC. (OTCMKTS:FCIC)
FCCC, Inc. (FCCC) is a shell company. The Company’s operations consist of a search for appropriate transactions, such as merger, acquisition, reverse merger or other business combination with an operating business or other appropriate financial transaction. As of March 31, 2016, the Company has no arrangements or understandings with respect to any merger, acquisition, reverse merger or business combination candidate pursuant to which it may become an operating company. As of March 31, 2016, the Company has limited operations.
