Centrus Energy Corp. (NYSEMKT:LEU) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
Centrus Energy Corp. (NYSEMKT:LEU) Files An 8-K Entry into a Material Definitive Agreement
On June 16, 2021, Centrus Energy Corp. (the “Company”) entered into a Fourth Amendment to the Section 382 Rights Agreement (the “Fourth Amendment”), which amends the Section 382 Rights Agreement, dated as of April 6, 2016 (the “Rights Agreement”), by and among the Company and Computershare Trust Company, N.A. and Computershare Inc., as rights agent, as previously amended by (i) the First Amendment to the Section 382 Rights Agreement dated as of February 14, 2017 (the “First Amendment”), (ii) the Second Amendment to the Section 382 Rights Agreement dated as of April 3, 2019 (the “Second Amendment”), and (iii) the Third Amendment to the Section 382 Rights Agreement dated as of April 13, 2020 (the “Third Amendment”). The Fourth Amendment was approved by the Board of Directors of the Company on March 18, 2021, and approved by the Company’s stockholders at the Company’s annual meeting of the stockholders held on June 16, 2021.
The Fourth Amendment extends the Final Expiration Date (as defined in the Rights Agreement) from June 30, 2021 to June 30, 2023.
The Fourth Amendment was not adopted as a result of, or in response to, any effort to acquire control of the Company. The Fourth Amendment has been adopted in order to preserve for the Company’s stockholders the long-term value of the Company’s net operating loss carry-forwards for United States federal income tax purposes and other tax benefits.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Rights Agreement, which was filed with the Securities and Exchange Commission in a Current Report on Form 8-K on April 7, 2016, the First Amendment, which was filed with the Securities and Exchange Commission in a Current Report on Form 8-K on January 5, 2017, the Second Amendment, which was filed with the Securities and Exchange Commission in a Current Report on Form 8-K on April 4, 2019, the Third Amendment, which was filed with the Securities and Exchange Commission in a Current Report on Form 8-K on April 14, 2020, and the Fourth Amendment, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its 2021 annual meeting of stockholders on June 16, 2021. As of April 19, 2021, the meeting’s record date, there were 12,918,602 shares of the Company’s Class A common stock outstanding, each entitled to one vote. Approximately 79.8 percent of those shares were represented at the annual meeting.
At the annual meeting, the Company’s stockholders voted on five proposals and cast their votes as described below. The proposals are described in detail in the Company’s proxy statement.
Proposal 1
The Company’s stockholders elected eight directors (listed below) to hold office until the next annual meeting of stockholders and until his or her successor is elected and has qualified. There were no abstentions. The number of votes cast for or withheld and the broker non-votes were as follows:
CENTRUS ENERGY CORP Exhibit
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MADISON TECHNOLOGIES INC. (OTCMKTS:MDEX) Files An 8-K Financial Statements and Exhibits
MADISON TECHNOLOGIES INC. (OTCMKTS:MDEX) Files An 8-K Financial Statements and Exhibits
Item 9.01 of the Original Report to state that the acquisition of the Acquired Stations not constitute the acquisition of a business in accordance with the guidance set forth in Section 11-01(d) of Regulation S-X and therefore financial statements and pro forma financial information are not required under Regulation S-X.. Except as described above, no other information in the Original Filing has been updated and this First Amendment continues to speak as of the date of the Original Filing. Other events occurring after the filing of the Original Filing or other disclosure necessary to reflect subsequent events will be addressed in other reports filed with or furnished to the SEC subsequent to the date of the filing of the Original Filing.
On April 19, 2021, Sovrn Holdings, Inc. (“Sovryn”), a wholly-owned subsidiary of Madison Technologies, Inc. (the “Company”) completed the previously announced acquisition of the Acquired Stations (as defined below), to the terms of that certain asset purchase agreement (the “Asset Purchase Agreement”), dated February 17, 2021, by and between Sovryn and NRJ TV II CA OPCO, LLC, a Delaware limited liability company (“OpCo”) and NRJ TV III CA License Co., LLC, a Delaware limited liability company (together with OpCo, “Sellers”). At closing, upon the terms and conditions described in the Asset Purchase Agreement, Sovryn acquired the licenses and Federal Communications Commission (“FCC”) authorizations to the KNET-CD and KNLA-CD Class A television stations owned by the Sellers (the “Acquired Stations”), certain tangible personal property, real property, contracts, intangible property, files, claims and prepaid items together with certain assumed liabilities in connection with the Acquired Stations (the “Asset Sale Transaction”). The purchase price for the Asset Sale Transaction consisted of a payment to the Sellers of $10,330,000, subject to certain adjustments, in cash.
The Asset Purchase Agreement (and the foregoing description of the Asset Purchase Agreement and the transactions contemplated thereby) has been included to provide investors and shareholders with information regarding the terms of the Asset Purchase Agreement and the transactions contemplated thereby. It is not intended to provide any other factual information about the Company or Sovryn. The representations, warranties and covenants contained in the Asset Purchase Agreement were made only as of specified dates for the purposes of the Asset Purchase Agreement, were solely for the benefit of the parties to the Asset Purchase Agreement and may be subject to qualifications and limitations agreed upon by such parties. In particular, in reviewing the representations, warranties and covenants contained in the Asset Purchase Agreement and discussed in the foregoing description, it is important to bear in mind that such representations, warranties and covenants were negotiated with the principal purpose of allocating risk between the parties, rather than establishing matters as facts. Such representations, warranties and covenants may also be subject to a contractual standard of materiality different from those generally applicable to shareholders and reports and documents filed with the SEC. Investors and shareholders are not third-party beneficiaries under the Asset Purchase Agreement. Accordingly, investors and shareholders should not rely on such representations, warranties and covenants as characterizations of the actual state of facts or circumstances described therein. Information concerning the subject matter of such representations, warranties and covenants may change after the date of the Asset Purchase Agreement, which subsequent information may or may not be fully reflected in the parties’ public disclosures.
The foregoing description of the Asset Purchase Agreement does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached hereto.
(a) Financial Statements of Businesses Acquired.
The Company has determined that the Asset Sale Transaction does not constitute the acquisition of a business in accordance with the guidance set forth in Section 11-01(d) of Regulation S-X and therefore financial statements and unaudited combined pro forma financial statements are not required under Regulation S-X.
(b) Pro Forma Financial Information.
The Company has determined that the Asset Sale Transaction does not constitute the acquisition of a business in accordance with the guidance set forth in Section 11-01(d) of Regulation S-X and therefore financial statements and unaudited combined pro forma financial statements are not required under Regulation S-X.
(c) Shell Company Transactions.
Not applicable.
(d) Exhibits.
| 2.1* | Asset Purchase Agreement, dated February 17, 2021, by and between Sovryn Holdings, Inc., NJR TV III CA OPCO, LLC and NRJ TV III CA LICENSE CO., LLC (filed as exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 23, 2021 and incorporated herein by reference) |
*Portions of this exhibit have been omitted to Rule 601(b)(2) of Regulation S-K. The omitted information is not material and would likely cause competitive harm to the registrant if publicly disclosed.
About MADISON TECHNOLOGIES INC. (OTCMKTS:MDEX)
Madison Technologies Inc. is a shell company. The Company is a development-stage technology company, which is engaged in the acquisition and development of technology. The Company, through its subsidiary, Scout Resources, Inc., conducts Canadian exploration activities. The Company intends to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to by persons or firms. The Company does not restrict its search to any specific business, industry or geographical location, and participates in business ventures of any nature.
CVD EQUIPMENT CORPORATION (NASDAQ:CVV) Files An 8-K Termination of a Material Definitive Agreement
CVD EQUIPMENT CORPORATION (NASDAQ:CVV) Files An 8-K Termination of a Material Definitive Agreement
Item 1.02
About CVD EQUIPMENT CORPORATION (NASDAQ:CVV)
CVD Equipment Corporation designs and manufactures equipment and process solutions used to develop and manufacture materials and coatings for research and industrial applications. The Company operates through two divisions: CVD/First Nano and Stainless Design Concepts (SDC). The Company’s CVD/First Nano division supplies chemical vapor deposition systems for use in the research, development and manufacturing of aerospace and medical components, semiconductors, light emitting diodes (LEDs), carbon nanotubes, nanowires, solar cells and a number of other industrial applications. The Company’s SDC division designs and manufactures purity gas and chemical delivery control systems for semiconductor fabrication processes, solar cells, LEDs, carbon nanotubes, nanowires, and other industrial applications. Its products include chemical vapor deposition, rapid thermal processing (RTP), annealing and diffusion furnaces, purity gas and liquid control systems, and quartz-ware.
TERRA TECH CORP. (OTCMKTS:TRTC) Files An 8-K Completion of Acquisition or Disposition of Assets
TERRA TECH CORP. (OTCMKTS:TRTC) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01 Completion of Acquisition or Disposition of Assets.
On June 16, 2021, Terra Tech Corp. (the “Company”) completed its previously announced disposition of 593,260 shares of common stock (the “Hydrofarm Common Stock”) of Hydrofarm Holdings Group, Inc. (“Hydrofarm”) and warrants (the “Hydrofarm Warrants”) to purchase 296,630 shares of Hydrofarm Common Stock at a current exercise price of $16.86 per share, which represents all of the Hydrofarm Common Stock and Hydrofarm Warrants owned by the Company, for aggregate gross proceeds of $40,757,175 in cash to a Securities Purchase Agreement (the “SPA”) between the Company and two accredited investors (collectively, the “Buyers”), dated as of June 8, 2021. There is no material relationship between the Company or its affiliates and either of the Buyers other than in respect of the transactions contemplated by the SPA.
Item 8.01 Other Events.
On June 15, 2021, the Company issued a press release announcing, among other things, that the Company successfully monetized its investment in Hydrofarm. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Safe Harbor Statement
Information provided in this Current Report on Form 8-K may contain statements relating to current expectations, estimates, forecasts and projections about future events that are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally relate to the Company’s plans, objectives and expectations for future operations and are based upon management’s current estimates and projections of future results or trends. Actual future results may differ materially from those projected as a result of certain risks and uncertainties. For a discussion of such risks and uncertainties, see “Risk Factors” as described in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2021 and other reports on file with the Securities and Exchange Commission.
These forward-looking statements are made only as of the date hereof, and the Company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Terra Tech Corp. Exhibit
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About TERRA TECH CORP. (OTCMKTS:TRTC)
Terra Tech Corp. is a cannabis-focused agriculture company. The Company operates through two segments: Hydroponic Produce and Cannabis Products. The Company, through its subsidiary, GrowOp Technology Ltd., is engaged in the design, marketing and sale of hydroponic equipment. It is also a retail seller of locally grown hydroponic produce, herbs, and floral products through its subsidiary, Edible Garden Corp. (Edible Garden). It intends to operate medical marijuana cultivation, production and dispensary facilities in Nevada through its subsidiaries, MediFarm, LLC (MediFarm), MediFarm I, LLC (MediFarm I) and MediFarm II, LLC (MediFarm II). Through its subsidiary, IVXX, Inc. (IVXX), it produces and sells a line of cannabis flowers and cigarettes, among others. The hydroponic produce segment consists of Edible Garden’s business and operations. Its cannabis products segment consists of IVXX’s business, as well as the proposed business operations of MediFarm, MediFarm I and MediFarm II.
TERRA TECH CORP. (OTCMKTS:TRTC) Files An 8-K Entry into a Material Definitive Agreement
TERRA TECH CORP. (OTCMKTS:TRTC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On June 8, 2021 Terra Tech Corp. (the “Company”) entered into a Securities Purchase Agreement (the “SPA”) with two accredited investors (collectively, the “Buyers”) to which the Company agreed to sell to the Buyers an aggregate of 593,260 shares of common stock (the “Hydrofarm Common Stock”) of Hydrofarm Holdings Group, Inc. (“Hydrofarm”) and warrants (the “Hydrofarm Warrants”) to purchase an aggregate of 296,630 shares of Hydrofarm Common Stock at a current exercise price of $16.86 per share, which represents all of the Hydrofarm Common Stock and Hydrofarm Warrants owned by the Company.
The purchase price payable by the Buyers to the Company for each share of Hydrofarm Common Stock is equal to 90% of the average daily volume weighted average price of the Hydrofarm Common Stock as reported by Bloomberg (the “VWAP”) for the three consecutive trading days beginning on June 8, 2021. The purchase price payable by the Buyers to the Company for each Hydrofarm Warrant is equal to 90% of the average VWAP of the Hydrofarm Common Stock for the three consecutive trading days beginning on June 8, 2021, less the exercise price per Hydrofarm Warrant of $16.86. The aggregate purchase price payable for theHydrofarm Common Stock and Hydrofarm Warrants is $40,757,175. The Company has agreed to pay a selling agent a fee in the amount of 3% of the aggregate purchase price paid by the Buyers to the Company for the Hydrofarm Common Stock and Hydrofarm Warrants.
The SPA contains customary representations, warranties and covenants made by the Company and the Buyers. The Closing of the transactions contemplated by the SPA is subject to satisfaction or waiver of certain conditions as set forth in the SPA and will occur promptly following transfer of the Hydrofarm Common Stock and Hydrofarm Warrants from the Company to the Buyers. The SPA includes customary termination rights for the Company and the Buyers.
As of the date of the SPA and the date of this Current Report on Form 8-K, there are no other material relationships between the Company or any of the Company’s affiliates and either of the Buyers, other than in respect of the SPA.
The foregoing description of the SPA is qualified in its entirety by reference to the full text of such document, a form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Report”) and which is incorporated by reference herein in its entirety.
Safe Harbor Statement
Information provided in this Current Report on Form 8-K may contain statements relating to current expectations, estimates, forecasts and projections about future events that are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally relate to the Company’s plans, objectives and expectations for future operations and are based upon management’s current estimates and projections of future results or trends. Actual future results may differ materially from those projected as a result of certain risks and uncertainties. For a discussion of such risks and uncertainties, see “Risk Factors” as described in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2021 and other reports on file with the Securities and Exchange Commission.
These forward-looking statements are made only as of the date hereof, and the Company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Terra Tech Corp. Exhibit
EX-10.1 2 trtc_ex101.htm FORM OF SECURITIES PURCHASE AGREEMENT trtc_ex101.htm EXHIBIT 10.1 EXECUTION VERSION SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (the “Agreement”),…
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About TERRA TECH CORP. (OTCMKTS:TRTC)
Terra Tech Corp. is a cannabis-focused agriculture company. The Company operates through two segments: Hydroponic Produce and Cannabis Products. The Company, through its subsidiary, GrowOp Technology Ltd., is engaged in the design, marketing and sale of hydroponic equipment. It is also a retail seller of locally grown hydroponic produce, herbs, and floral products through its subsidiary, Edible Garden Corp. (Edible Garden). It intends to operate medical marijuana cultivation, production and dispensary facilities in Nevada through its subsidiaries, MediFarm, LLC (MediFarm), MediFarm I, LLC (MediFarm I) and MediFarm II, LLC (MediFarm II). Through its subsidiary, IVXX, Inc. (IVXX), it produces and sells a line of cannabis flowers and cigarettes, among others. The hydroponic produce segment consists of Edible Garden’s business and operations. Its cannabis products segment consists of IVXX’s business, as well as the proposed business operations of MediFarm, MediFarm I and MediFarm II.
NANOPHASE TECHNOLOGIES CORPORATION (OTCMKTS:NANX) Files An 8-K Entry into a Material Definitive Agreement
NANOPHASE TECHNOLOGIES CORPORATION (OTCMKTS:NANX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On June 8, 2021, Solesence, LLC (“Solésence”), a wholly-owned subsidiary of Nanophase Technologies Corporation, entered into an Exclusive Supply Agreement (the “Supply Agreement”), effective April 1, 2021 with Ilia Beauty, Inc. (“Ilia”). to the Supply Agreement, Solésence has agreed to sell certain skincare products to Ilia on an exclusive basis. The Supply Agreement includes non-binding sales forecasts and requires Ilia to make additional purchases or payments to Solésence if Ilia does not purchase a certain percentage of the forecasted sales in a given year. If actual purchases do not meet the forecasts during the first two years of the term of the Supply Agreement, the parties may renegotiate or terminate the Supply Agreement. Price increases are capped under the Supply Agreement and if actual sales exceed forecasted sales for a given year, prices will be discounted in the following year.
The Supply Agreement has an initial term of three years from April 1, 2021 and will automatically renew for additional one-year terms unless Ilia provides 90 days’ advance written notice of its intent to terminate. Either party may terminate the Supply Agreement, subject to the right to cure, on 30 days’ written notice due to a material breach by the other party.
This Item 1.01 is qualified in its entirety by reference to the complete text of the Supply Agreement, which is filed, with confidential portions redacted, as an exhibit to this current report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Description | |
| 10.1 | Exclusive Supply Agreement, effective April 1, 2021, between Solesence, LLC and Ilia Beauty, Inc.* |
* Confidential portions of this exhibit have been redacted.
NANOPHASE TECHNOLOGIES Corp Exhibit
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About NANOPHASE TECHNOLOGIES CORPORATION (OTCMKTS:NANX)
Nanophase Technologies Corporation is a materials and applications developer and commercial manufacturer with an integrated family of materials technologies. The Company produces engineered nano and sub-micron materials for use in a range of markets, including personal care, including sunscreens, architectural coatings, industrial coating applications, abrasion-resistant additives, plastics additives, medical diagnostics, energy, and a range of surface finishing technologies (polishing) applications, including optics. The technologies are designed to offer nanomaterial solutions for a targeted market or a specific customer application. The Company’s nanomaterials platform includes over two distinct manufacturing processes (Plasma Vapor Synthesis (PVS) and NanoArc Synthesis (NAS)) to make nanomaterials or nanoparticles. The Company’s products include Aluminum Oxide, Antimony Tin Oxide, Bismuth Oxide, Cerium Oxide, Iron Oxide and Zinc Oxide.
AUDIOEYE, INC. (OTCMKTS:AEYE) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
AUDIOEYE, INC. (OTCMKTS:AEYE) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02
AUDIOEYE INC Exhibit
EX-10.1 2 tm2119497d1_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 SEVERANCE AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS to:Sachin Barot FROM:David Moradi,…
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About AUDIOEYE, INC. (OTCMKTS:AEYE)
AudioEye, Inc. (AudioEye) is a marketplace providing Web accessibility solutions for its clients’ customers through its Ally Platform Products. The Company generates revenues through the sale of subscriptions of its software as a service (SaaS) technology platform, called the AudioEye Ally Platform, to Website owners, publishers, developers and operators, and through the delivery of managed services combined with the implementation of the AudioEye solution. Its customers span disparate industries and target market verticals, which encompass (but are not limited to) the human resources, finance, transportation, media and education. Its compliance solutions focus on remediation of the accessibility issues, followed by analysis identifying and addressing compliance program. By deploying AudioEye remediation technology to fix common and high-impact issues, it is able to manage the usability of its client sites on the first day that they implement its solution into their site.
NICHOLAS FINANCIAL, INC. (NASDAQ:NICK) Files An 8-K Other Events
NICHOLAS FINANCIAL, INC. (NASDAQ:NICK) Files An 8-K Other Events
Item 8.01
On June 11, 2021 Nicholas Financial, Inc. (the “Company”) issued a press release announcing an expansion branch office in Boise, Idaho. A copy of this press release is attached hereto as Exhibit 99.1.
The information included in this Current Report on Form 8-K (including Exhibit 99.1 hereto) is furnished to this Item 8.01 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. In addition, the information included in this Current Report on Form 8-K (including Exhibit 99.1 hereto) shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference into such filing.
NICHOLAS FINANCIAL INC Exhibit
EX-10.1 2 nick-ex101_25.htm EX-10.1 nick-ex101_25.htm Exhibit 10.1 NFI Nicholas Financial Boise Idaho Grand Opening Celebration!!NFI You’re Invited to Nicholas Financial’s Boise,…
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About NICHOLAS FINANCIAL, INC. (NASDAQ:NICK)
Nicholas Financial, Inc. (Nicholas Financial-Canada) is a holding company. The Company’s business activities are conducted through its subsidiary, Nicholas Financial, Inc. (Nicholas Financial). Nicholas Financial is a specialized consumer finance company engaged primarily in acquiring and servicing automobile finance installment contracts (Contracts) for purchases of new and used automobiles and light trucks. Nicholas Financial also originates direct consumer loans (Direct Loans) and sells consumer-finance related products. Another subsidiary, Nicholas Data Services, Inc. (NDS), acts as the interim holding company for Nicholas Financial. The Company is engaged in the business of providing financing programs, primarily on behalf of purchasers of new and used cars and light trucks. The Company originates Direct Loans in Florida and North Carolina. As of March 31, 2016, the Company’s automobile finance programs were conducted in 18 states.
BIOADAPTIVES, INC. (OTCMKTS:BDPT) Files An 8-K Entry into a Material Definitive Agreement
BIOADAPTIVES, INC. (OTCMKTS:BDPT) Files An 8-K Entry into a Material Definitive Agreement
ITEM 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT
1. Employment Contracts – Charles Townsend, Robert Ellis and Ronald Lambrecht
The information set out in Item 5.02 is incorporated in its entirety herein by reference. The contracts are provided as Exhibits 10.1(1), 10.1(2) and 10.1(3).
2. 2021 Equity Incentive Plan
Effective May 31, 2021, the Company adopted its 2021 Equity Incentive Plan. The Plan provides the Company with the ability to offer officers, directors and employees RSUs, SARs and other forms of non-cash compensation, including deferred compensation, and for a common stock bonus pool of up to 1.5% of the Company’s total issued and outstanding shares for distribution at the Board’s discretion. In accordance with Internal Revenue Service regulations, the Plan was approved by consent of the holders of a majority of the Company’s voting shares, including the holders of the preferred stock. A copy of the Plan is furnished herewith as an Exhibit 10.1(4).
3. Marketing Plans
During May 2021, the Company entered into agreements with J Ramsdell Consulting, Syracuse, New York, and The Dropup Agency, Dallas, Texas, to provide social media management and distribution services with respect to selected products. J Ramsdell and Dropup will repackage existing video and print materials and arrange distribution of this re-formatted content through the Company’s existing social media accounts, influencers, and existing forums, news groups and other accounts associated with or represented by each agency. The Company intends to target specific markets with its social media outreach efforts, demonstrating the specific, discipline-related benefits from use.
ITEM 5.02 APPOINTMENT OF OFFICERS AND DIRECTORS
Effective May 31, 2021, the Company entered into an Employment Contract with Charles Townsend to serve as its Chief Operating Officer. The Contract provides for a 12-month term and for payment of an annual salary of $100,000, payable in Restricted Stock Units calculated based on the closing market price of the Company’s shares as of the effective date. A copy of the Contract is furnished herewith as Exhibit 10.1. Mr. Townsend was also appointed as a director.
Mr. Townsend, 75, has a Bachelor of Arts degree in accounting from the University of Texas and a Master of Business Administration from the University of North Texas. He previously served in the U.S. Navy Submarine Force. Mr. Townsend was a cost accounting manager, comptroller, and Chief Financial Officer for several private and public companies, including NYSE and OTC companies but in the past ten years has not been an officer or director of any publicly traded company. Mr. Townsend’s consulting work has emphasized enterprise marketing programs, predominantly in the telecommunications and home security industries. He most recently was employed by the US Department of Commerce as a District Census Manager for the 2020 US Census. Mr. Townsend is employed under a one-year Employment Contract, a copy of which is provided herewith as an exhibit.
Effective May 31, 2021, the Company entered into an Employment Contract with Robert Ellis, to continue his service as the Company’s President. The Contract provides for a 12-month term and for payment of an annual salary of $100,000, payable in Restricted Stock Units calculated based on the closing market price of the Company’s shares each quarter. Mr. Ellis was also appointed as a director. Mr. Ellis’ biographical information is provided in the Company’s most recent Form 10-K.
BIOADAPTIVES, INC. Exhibit
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About BIOADAPTIVES, INC. (OTCMKTS:BDPT)
BioAdaptives Inc. is a research, development and educational company. The Company is focused on products for health and wellness. These products include dietary supplements, specialty food items, and methods of optimizing the bioelectromagnetic availability of foods and beverages. Its base of intellectual property and products, which are solutions in the form of devices and nutraceuticals, are designed to aid in cognition, focus, fatigue reduction, increased testosterone, improved overall emotional and physical wellness, healing, and anti-aging. The Company has a product agreement with Ferris Holding, Inc. (Ferris), pursuant to which it has the right to develop, market and sell the products, including PrimiCell and PrimiLive. Additionally, it has two products, which are in the advanced stage of testing: Equine Regen and Equine Regen Plus. The Company also offers PrimiTrim, which is a weight control product, and an exercise product. It is also developing a product for dogs.
MICROBOT MEDICAL INC. (NASDAQ:MBOT) Files An 8-K Entry into a Material Definitive Agreement
MICROBOT MEDICAL INC. (NASDAQ:MBOT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On June 10, 2021, Microbot Medical Inc., a Delaware corporation (the “Company”), entered into an At the Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”), as sales agent, in connection with an “at the market offering” under which the Company from may offer and sell, from time to time in its sole discretion, shares of its common stock, par value $0.01 per share, having an aggregate offering price of up to $10,000,000 (the “Shares”) at market prices or as otherwise agreed with Wainwright. Shares sold under the ATM Agreement will be offered and sold to the Company’s Registration Statement on Form S-3, which was initially filed on November 25, 2020 and which was declared effective by the Securities and Exchange Commission (the “SEC”) on December 4, 2020 (Registration No. 333-250966) (the “Registration Statement”), and the related prospectus as supplemented by a prospectus supplement that the Company expects to file with the SEC relating to the Shares shortly after the filing of this Current Report on Form 8-K.
Upon the Company’s delivery of a placement notice and subject to the terms and conditions of the ATM Agreement, Wainwright may sell the Shares by any method permitted that is deemed an “at the market offering” as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on the Nasdaq Capital Market or sales made to or through a market maker other than on an exchange, at market prices prevailing at the time of sale or in negotiated transactions. The offer and sale of the Shares to the ATM Agreement will terminate upon the earlier of (a) the issuance and sale of all of the Shares subject to the ATM Agreement or (b) the termination of the ATM Agreement by Wainwright or the Company to the terms thereof. The Company has no obligation to sell any of the Shares, and may at any time suspend offers under the Agreement or terminate the Agreement.
The Company has agreed to pay Wainwright a commission of 3.0% of the aggregate gross proceeds from any Shares sold by Wainwright and to provide Wainwright with customary indemnification and contribution rights, including for liabilities under the Securities Act of 1933, as amended. The Company also will reimburse Wainwright for certain specified expenses in connection with entering into the ATM Agreement and future sales of Shares. The ATM Agreement contains customary representations and warranties and conditions to the placements of the Shares.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares, nor shall there be any offer, solicitation or sale of the Shares in any state or country in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or country.
The opinion of the Company’s counsel regarding the validity of the Shares is filed as Exhibit 5.1 to this Current Report on Form 8-K. This opinion is also filed with reference to, and is hereby incorporated by reference into, the Registration Statement.
The foregoing description of the terms of the ATM Agreement is not complete and is qualified in its entirety by reference to the full text of the ATM Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Company cautions you that statements included in this Current Report on Form 8-K that are not a description of historical facts are forward-looking statements. These forward-looking statements include statements regarding the Company’s ability to sell Shares to the ATM Agreement. The inclusion of forward-looking statements should not be regarded as a representation by the Company that any of these statements, results or sales will be achieved or completed due in part to risks and uncertainties inherent in the Company’s business, including those described in the Company’s Form 10-K for the year ended December 31, 2020 filed with the SEC on March 31, 2021, as amended on April 14, 2021. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and the Company undertakes no obligation to revise or update this report to reflect events or circumstances after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement. This caution is made under the safe harbor provisions of Section 21E of the Private Securities Litigation Reform Act of 1995.
Item 9.01 Financial Statements and Exhibits.
| 5.1 | Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. |
| 10.1 | At the Market Offering Agreement, dated June 10, 2021, by and between Microbot Medical Inc. and H.C. Wainwright & Co., LLC. |
| 23.1 | Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (contained in Exhibit 5.1). |
Microbot Medical Inc. Exhibit
EX-5.1 2 ex5-1.htm Exhibit 5.1 One Financial Center Boston,…
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About MICROBOT MEDICAL INC. (NASDAQ:MBOT)
Microbot Medical Inc., formerly StemCells, Inc., is a medical device company. The Company specializes in the researching, designing, developing and commercializing transformational micro-robotic medical technologies leveraging the artificial and natural lumens within the human body. It is engaged in developing its two product candidates: the Self Cleaning Shunt (SCS) for the treatment of hydrocephalus and normal pressure hydrocephalus (NPH), and TipCAT, a self-propelling, semi-disposable endoscope that the Company is developing for use in colonoscopy procedures. Its ViRob technology is an autonomous crawling micro-robot, which can be controlled remotely or within the body. The Microbot SCS device is a robotic system designed as the ventricular catheter portion of a cerebrospinal fluid (CSF) shunt system. The Company’s TipCAT is an endoscope that provides see and treat capabilities within tubular lumens in the human body, such as the colon, blood vessels and the urinary tract.
