SIGMA LABS, INC. (OTCMKTS:SGLB) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On May 7, 2019, Sigma Labs, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with one purchaser (the “Purchaser”), to which the Company sold to the Purchaser, in a private placement (the “Private Placement”) to Section 4(a)(2) under the Securities Act of 1933, as amended (the “Act”), 400,000 shares of the Company’s Common Stock, par value $0.001 (the “Shares”), and warrants (“Warrants”) to purchase up to 200,000 Shares for a purchase price of $560,000. The Warrants, which have an initial exercise price of $1.56 per share, 10% above the closing price of Common Stock reported on The NASDAQ Capital Market on May 7, 2019, subject to adjustment in certain circumstances, may not be exercised until the date that is six months and one day after issuance, and have a term of five years from the initial exercise date. Exercise is also subject to a beneficial ownership limitation of 4.99% (or 9.99% at the option of the Purchaser).
The Company has agreed to pay Dawson James Securities, Inc. (“Dawson James”) a placement agent fee of $25,000 and to grant to Dawson James warrants (the “Placement Agent Warrants”) to purchase up to 20,000 shares of Common Stock at an initial exercise price of $1.75 per share. The Placement Agent Warrants may not be exercised until six months after issuance and have a term of five years from the closing.
The foregoing description of the terms of the Purchase Agreement, the Warrants and the Placement Agent Warrants set forth above are not complete and are qualified in their entirety by reference to the full text of the documents, copies of which are filed as Exhibits 4.1, 4.2 and 10.1, respectively, hereto, and are incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Shares
To the extent required by Item 3.02, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The sale of the Shares and Warrants was consummated on May 7, 2019.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
There are filed as part of this report the exhibits listed on the accompanying Index to Exhibits, which information is incorporated herein by reference.
SIGMA LABS, INC. Exhibit
EX-4.1 2 ex4-1.htm NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,…
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About SIGMA LABS, INC. (OTCMKTS:SGLB)
Sigma Labs, Inc. is a technology company that specializes in the development and commercialization of manufacturing and materials technologies. The Company’s principal business activities include the development of its In-Process Quality Assurance (IPQA) suite of technologies and the commercialization of both its IPQA and materials-related suite of technologies, with its focus on three-dimensional printing (3DP) industry. It is engaged in a range of activities in which it seeks to commercialize technologies and products in various industry sectors, such as aerospace and defense manufacturing; bio-medical manufacturing; automotive manufacturing, and other markets. It offers PrintRite3D SENSORPAK, which is an auxiliary sensor and hardware kit; PrintRite3D INSPECT, which is a software that verifies quality layer by layer, and PrintRite3D CONTOUR, which is a software that assures the as-built geometry. Its other software modules include PrintRite3D THERMAL and PrintRite3D ANALYTICS.
