Skinvisible, Inc. (OTCMKTS:SKVI) Files An 8-K Entry into a Material Definitive AgreementITEM 1.01 – ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On August 4, 2017, Skinvisible, Inc. (the “Company” ), entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Labrys Fund, LP (the “Purchaser”), to which the Company issued to the Purchaser a Convertible Promissory Note (the “Note”) in the aggregate principal amount of $35,000. The Note has a maturity date of February 4, 2018 and the Company has agreed to pay interest on the unpaid principal balance of the Note at the rate of ten percent (10%) per annum from the date on which the Note is issued (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise.
The Company has the right to prepay the Note, provided it makes a payment to the Purchaser as set forth in the Note within 180 days of its Issue Date. In connection with the issuance of the Note, the Company issued to the Purchaser, as a commitment fee, 87,500 shares of its common stock (the “Non-Returnable Shares”). The Non-Returnable Shares are earned on the Initial Date.
The outstanding principal amount of the Note (if any) is convertible at any time and from time to time at the election of the Purchaser during the period beginning on the date that is 180 days following the Issue Date into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) at a conversion price set forth in the Note, subject to adjustment as set forth in the Note. In addition, upon the occurrence and during the continuation of an Event of Default (as defined in the Note), the Note will become immediately due and payable and the Company has agreed to pay to the Purchaser, in full satisfaction of its obligations thereunder, additional amounts as set forth in the Note.
The Note contains certain covenants, such as restrictions on: (i) distributions on capital stock, (ii) stock repurchases, (iii) certain loans, and (iii) sales and the transfer of assets. The Note also contains certain anti-dilution provisions that apply in connection with any stock split, stock dividend, stock combination, recapitalization or similar transactions. In addition, subject to limited exceptions, the Purchaser will not have the right to convert any portion of the Note if the Purchaser, together with its affiliates, would beneficially own in excess of 4.99% of the number of shares of the Company’s Common Stock outstanding immediately after giving effect to its conversion.
The foregoing description of the terms of the Note and the Securities Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the provisions of such agreements, the forms of which are filed as Exhibits 4.1 and 10.1, respectively, to this Current Report on Form 8-K.
SECTION 2 – FINANCIAL INFORMATION
Item 2.03 – Creation of a Direct Financial Obligation
The information set forth in Items 1.01 is incorporated into this Item 2.03 by reference.
SECTION 3 – SECURITIES AND TRADING MARKETS
ITEM 3.02 – UNREGISTERED SALES OF EQUITY SECURITIES
The information provided in Items 1.01 and 2.03 of this Current Report on Form 8-K is incorporated herein by reference.
We claim an exemption from the registration requirements of the Securities Act, for the private placement of these securities to Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder because, among other things, the transaction did not involve a public offering, the Purchaser is an accredited investors, the Purchaser acquired the securities for investment and not resale, and we took appropriate measures to restrict the transfer of the securities.
SECTION 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
|10.1||Securities Purchase Agreement|
SKINVISIBLE INC ExhibitEX-4.1 2 ex4_1.htm NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,…To view the full exhibit click
About Skinvisible, Inc. (OTCMKTS:SKVI)
Skinvisible, Inc. is a pharmaceutical research and development company. The Company has developed a polymer delivery system, Invisicare, and formulated over 40 topical skin products. The Company’s Invisicare manages the delivery of active ingredients for topically applied skin care products. The Company develops topical prescription and over-the-counter products enhanced with Invisicare to license to pharmaceutical and consumer goods companies around the world. The Company assists pharmaceutical clients in the early development of optimal formulation. The Company sells a broad spectrum sun protection factor (SPF) 30 sunscreen known as Skinbrella. Its portfolio of sunless tanning products includes sunless tanning lotions (light, medium and dark), pre-sun moisturizer and after-sun moisturizer, along with sunless tanning spray products for commercial use. It has also developed approximately three broad spectrum sunscreens, with SPF 15, 30 and 50.