SIGMA LABS, INC. (OTCMKTS:SGLB) Files An 8-K Entry into a Material Definitive Agreement
Reference is made to the Current Report on Form 8-K of Sigma Labs, Inc. (the “Company”) filed with the Securities and Exchange Commission on January 27, 2020 (the “Prior 8-K”). As described in the Prior 8-K, on January 27, 2020 the Company entered into a Securities Purchase Agreement with certain institutional investors (the “Institutional Investors”) to which the Company agreed to sell to each Institutional Investor shares of the Company’s Series D Convertible Preferred Stock (the “Series D Preferred Stock”), warrants to purchase the Company’s Common Stock (the “Institutional Common Warrants”) and warrants to purchase the Series D Preferred Stock (the “Preferred Warrants”) for a total gross purchase price of $1,600,000. The Series D Preferred Stock, the Institutional Common Warrants and the Preferred Warrants each contain a cashless exercise feature that may be applied upon the happening of specified events. The Prior 8-K also disclosed that on January 27, 2020, the Company entered into a Securities Purchase Agreement with the Company’s largest shareholder and certain of its directors (the “Other Investors”) to which the Company agreed to issue and sell to each Other Investors shares of the Company’s Series E Convertible Preferred Stock (the “Series E Preferred Stock”), and Class A warrants to purchase the Company’s Common Stock (the “Class A Warrants”) for a total gross purchase price of $500,000. The offerings of the securities as described in the Prior 8-K are hereafter referred to as the “Private Placements.”
In connection with the Private Placements, on January 27, 2020, the Company also entered into a Placement Agency Agreement (“Placement Agreement”) with Dawson James Securities, Inc. (“Dawson”) to which the Company engaged Dawson as to its exclusive placement agent in connection with, inter alia, the Private Placements. Under the Placement Agreement, the Company agreed to pay Dawson 8% of the gross proceeds from the Private Placements as well as from the exercise through June 30, 2020 of the Preferred Warrants. The Company has also agreed to issue to Dawson warrants to purchase shares of Common Stock equal to 8% of the aggregate number of shares issuable upon conversion of the shares of the Series D Preferred Stock (“Preferred Shares”) as well as 8% of the number of common shares that would be issuable upon conversion of the Preferred Shares arising from any exercise of the Preferred Warrants on or before June 30, 2020 at the initial conversion price of the Series D Preferred Stock without regard to any price protection provisions. The Warrants to be issued to Dawson will be exercisable six months from issuance at a price per share of $1.13, will contain a cashless exercise feature, and a term of five years from the date they are exercisable.
The foregoing summary of the Placement Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions set forth in the form attached hereto as Exhibit 10.9 which is incorporated by reference herein in its entirety.
Reference is made to the disclosure in Item 1.01 which is incorporated herein by reference. The Private Placements were consummated on January 28, 2020. In connection therewith, the Company issued 1,640 shares of Series D Preferred, Institutional Common Warrants to purchase an aggregate of 7,796,000 shares of Common Stock, Preferred Warrants to purchase an aggregate of 6,156 additional Series D Preferred Stock, 333.33 shares of the Series E Preferred Stock and Class A Warrants to purchase an aggregate of 485,438 shares of Common Stock. For purposes of determining the total number of shares of Common Stock issuable to the Other Investors upon the conversion of the Series E Preferred Stock issued on January 28, 2020, the Company used the consolidated bid price on January 24, 2020 of $0.90 (i.e., a conversion price of $1.03). The Company also issued warrants to a prior investor to purchase an aggregate of 350,000 shares of its Common Stock as consideration for obtaining a waiver from the investor. From the Private Placements, the Company received gross proceeds of $2,100,000.
The Company paid Dawson a placement commission of $168,000 and issued Placement Agreement Warrants to purchase an aggregate of 170,035 shares of the Company’s Common Stock.
The Private Placements were effected to an exemption from the registration requirements of the Securities Act of 1933, as amended, to Section 4(a)(2) thereof and Rule 506 promulgated thereunder.
On January 28, 2020, the Company filed with the Nevada Secretary of State the Certificate of Designations for the Series D Preferred Stock and the Certificate of Designations for the Series E Preferred Stock.
Attached as Exhibits 10.2, 10.4, 10.5, 10.7 and 10.8 are the final form of the documents previously filed in the Prior Form 8-K and should replace the corresponding exhibits from the Prior Form 8-K.
|10.9||Private Placement Agreement|
SIGMA LABS, INC. Exhibit
EX-10.2 2 ex10-2.htm Exhibit 10.2 CERTIFICATE OF DESIGNATIONS OF SERIES D CONVERTIBLE PREFERRED STOCK OF SIGMA LABS,…
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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.