VITALITY BIOPHARMA, INC (OTCMKTS:VBIO) Files An 8-K Entry into a Material Definitive Agreement

VITALITY BIOPHARMA, INC (OTCMKTS:VBIO) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

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Securities Purchase Agreement

On December 12, 2017, Vitality Biopharma, Inc. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with the purchasers identified therein (collectively, the “Purchasers”) providing for the issuance and sale by the Company to the Purchasers (the “Offering”) of an aggregate of 933,332 shares of the Company’s common stock (collectively, the “Shares”), and warrants to purchase up to 466,667 shares of the Company’s common stock (the “Warrants”, and the shares issuable upon exercise of the Warrants, collectively, the “Warrant Shares”). The Shares and Warrants were sold at a price of $1.50 per Share and Warrant. After deducting for fees and expenses, the aggregate net proceeds from the sale of the Shares and Warrants is approximately $1,395,000.

to the terms of the Securities Purchase Agreement, each Purchaser was issued one share of the Company’s common stock and a Warrant to purchase up to one-half of one share of the Company’s common stock. Each Warrant has an exercise price of $2.00 per share, is immediately exercisable, and will expire on the three year anniversary of the date of issuance, which is December 12, 2020. If the Purchasers exercise all of the Warrants within three years, the Company would receive additional aggregate net proceeds of approximately $933,334.

The Company expects to close the Offering on December 15, 2017. There will be 23,967,679 shares of common stock of the Company outstanding after the issuance of the Shares.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02 in its entirety.

The Shares, the Warrants and the Warrant Shares (collectively, the “Securities”) sold at the closing of the Offering have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). The Securities have been sold in reliance upon exemptions from registration under Rule 506 of Regulation D under the Securities Act. The Securities may not be offered or sold in the United States absent registration under or exemption from the Securities Act and any applicable state securities laws. Each of the Purchasers has represented that it is an accredited investor as defined in Regulation D and that it is acquiring the Securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. This Current Report on Form 8-K is not an offer to sell or the solicitation of an offer to buy the Securities.

The foregoing description of the Securities Purchase Agreement and the Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of each document. Copies of the Form of Common Stock Purchase Warrant, the Securities Purchase Agreement and the Registration Rights Agreement are attached to this Current Report on Form 8-K as Exhibit 4.1 and Exhibit 10.1 and Exhibit 10.2, respectively, and each is incorporated herein by reference. The Securities Purchase Agreement has been included to provide investors with information regarding its terms, but it is not intended to provide other factual information about the Company. The Securities Purchase Agreement contains representations and warranties that the Company has made to the Purchasers, which are qualified by information in confidential disclosure schedules provided by the Company to the Purchasers that modifies and creates exceptions to those representations and warranties. Investors should not rely on the representations and warranties made by the Company in the Securities Purchase Agreement as characterizations of the actual state of facts at the time they were made or otherwise.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Vitality Biopharma, Inc. Exhibit
EX-4.1 2 ex4-1.htm   NEITHER THIS SECURITY NOR THE SECURITIES FOR 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 VITALITY BIOPHARMA, INC (OTCMKTS:VBIO)

Vitality Biopharma, Inc., formerly Stevia First Corp., is engaged in the development of cannabinoid prodrug pharmaceuticals. The Company unlocks the power of cannabinoids for the treatment of serious neurological and inflammatory disorders. Its product pipeline includes cannabosides, VITA-100 and VITA-210. Cannabosides are cannabinoid glycoside prodrugs. VITA-100 is an oral cannabinoid formulation containing cannabosides that is being developed for treatment of inflammatory bowel disease, epilepsy, schizophrenia, and other disorders. VITA-210 is a cannabinoid glycoside prodrug being developed primarily for treatment of pain and muscle spasticity in multiple sclerosis and in rare white matter disorders. The Company’s facilities include laboratories and a manufacturing suite for good manufacturing practices (GMPs) production, which will be used for pharmaceutical-grade production of products to be tested in clinical trials.

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