Skinvisible, Inc. (OTCMKTS:SKVI) Files An 8-K Entry into a Material Definitive Agreement
ITEM 1.01 – ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On April 7, 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 $160,000. The
Note has a maturity date of January 7, 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. The transactions described above closed on
April 19, 2017. In connection with the issuance of the Note, the
Company issued to the Purchaser, as a commitment fee, 5,772,006
shares of its common stock (the Returnable Shares) as well as
400,000 shares of its common stock (the Non-Returnable Shares),
as further provided in the Note. The Returnable Shares shall be
returned to the Companys treasury if no Event of Default (as
defined in the Note) has occurred on or prior to the date that
the Note is fully repaid and satisfied. The Non-Returnable Shares
are earned on the Initial Date. In connection with the issuance
of the Note, the Company shall also issue warrants to purchase
400,000 shares of the Companys common stock (the Warrants).
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 Companys 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 Companys 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.
| Exhibit No. | Description |
| 4.1 | Note |
| 10.1 | Securities Purchase Agreement |
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. Skinvisible, Inc. (OTCMKTS:SKVI) Recent Trading Information
Skinvisible, Inc. (OTCMKTS:SKVI) closed its last trading session up +0.0038 at 0.0365 with 4,000 shares trading hands.