Integral Technologies, Inc. (OTCMKTS:ITKG) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 6, 2017, Integral Technologies, Inc. (the “Company”) entered into letter agreements (the “Letter Agreements”) eliminating approximately $1,100,000 of unpaid debt the Company had been carrying on its balance sheet. The Letter Agreements require the Company to issue to certain consultants, employees, officers and directors options to purchase up to 5,000,000 shares of the Company’s common stock (the “Options”) in full satisfaction of an aggregate of the approximately $1,100,000 owed by the Company for services provided by these individuals. The Options shall be issued outside of the Company’s equity incentive plans. The Options have an exercise price of $0.05 per share and a term of 3 years.
As part of these transactions, the Company on September 6, 2017 entered into Letter Agreements with certain of its officers and directors to which they released the Company of the following debts in exchange for the issuance of Options to purchase shares:
Doug Bathauer, the Company’s Chief Executive Officer and a director, released $170,800 in accrued debt. The Company granted Mr. Bathauer Options to purchase 1,324,374 shares.
Eli Dusenbury, the Company’s Chief Financial Officer, released $96,000 of accrued debt. The Company granted Mr. Dusenbury Options to purchase 674,928 shares.
James Eagan, a director and the Chairman of the Board, released $145,000 in accrued debt. The Company granted Mr. Eagan Options to purchase 1,093,454 shares.
Jeff Babka, a director, released $60,000 in accrued debt. The Company granted Mr. Babka Options to purchase 421,800 shares.
The foregoing description of the Letter Agreement and the Options are qualified in their entirety by reference to the form of Letter Agreement and Form of Option Agreement, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this report and are incorporated by reference herein.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Items 1.01 and 5.02 is incorporated by reference herein.
The issuance of the Options described above was completed in accordance with the exemption provided by Section4(a)(2)of the Securities Act of 1933, as amended (the “Securities Act”), as a transaction by an issuer not involving a public offering. The Options have not been 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.
Item 9.01. Financial Statements and Exhibits.
10.1 Form of Letter Agreement
10.2 Form of Option Agreement
INTEGRAL TECHNOLOGIES INC ExhibitEX-10.1 2 ex10-1.htm EXHIBIT 10.1 ex10-1.htm Exhibit 10.1 [Company Letterhead to be Inserted] September __,…To view the full exhibit click
About Integral Technologies, Inc. (OTCMKTS:ITKG)
Integral Technologies, Inc. is engaged in the business of researching, developing and commercializing new electrically conductive resin-based materials called ElectriPlast. The Company is focused on devoting all of its resources to the research, development and commercialization of its ElectriPlast with Flexible Content Technology. The ElectriPlast technology possesses a multitude of applications in industries, such as auto industry, the aerospace, consumer electronics, and commercial aviation. It is focused on business development and marketing efforts on securing licensing and/or joint development agreements in areas for which it holds patents covering specific materials, components, parts, applications or end-products incorporating conductive resins and ElectriPlast technology. It collaborates with suppliers, vendors, original equipment manufacturers (OEMs) and manufacturers of products who would benefit from the incorporation of any of the ElectriPlast applications.