Current Report Filing (8-k)
09 Novembro 2017 - 12:56PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 27, 2017
ALGAE
DYNAMICS CORP.
(Exact
name of registrant as specified in its charter)
Ontario
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333-199612
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N/A
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File
Number)
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(IRS Employer
Identification No.)
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37
– 4120 Ridgeway Drive
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Mississauga,
Ontario Canada
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L5L
5S9
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (289) 997 6740
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Convertible
Note Issued to Teewinot Life Sciences Corporation
Effective
as of October 27, 2017, the Registrant entered into a definitive Note Purchase Agreement with Teewinot Life Sciences Corporation
(“Teewinot”) pursuant to which Teewinot invested US$250,000 in the Registrant in the form of a 12% Senior Convertible
Note (the “Note”). The Note converts into common shares automatically on the 45
th
day after issuance at
US$0.10 per share; provided that if the closing price of the common shares on December 11, 2017 is less than US$0.10 the then
conversion price is adjusted to US$0.07 per share. The Notes are part of an offering of US$500,000 of similar notes. The Registrant
had previously issued US$208,000 of similar notes to other investors, and anticipates closing the offering shortly. Of these other
notes, 1,857,143 common shares have been issued upon conversion.
ITEM
3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
Reference
is made to the disclosure set forth under Item 1.01 of this Report, which disclosure is incorporated herein by reference. Midtown
Partners LLC acted as placement agent in connection with this offering and pursuant to its engagement letter received a cash fee
of US$36,640. In connection with its engagement as financial advisor to the Registrant, Midtown Partners LLC received 5-year
warrants to purchase 900,000 common shares exercisable at US$0.65 per share.
The
offering was exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) by virtue
of Rule 506 of Regulation D under the Securities and/or Section 4(a)(2) thereof.
This
Report is neither an offer to sell nor the solicitation of an offer to buy any securities. The securities have not been registered
under the Securities Act and may not be offered or sold in the United States of America absent registration or an exemption from
registration under the Securities Act.
ITEM
8.01 OTHER EVENTS
Repayment
of Outstanding Notes
From
the proceeds of its private placement, the Registrant repaid US$91,293 of convertible notes issued to GHS Investments, LLC, which
had been convertible into common shares at a discount to market. Of the remaining GHS notes, John Clarke, a principal of Midtown
Partners, purchased the balance of the GHS notes and agreed to a floor on the conversion price equal to the conversion price on
the convertible notes issued to Teewinot. An additional US$53,000 of convertible notes were also repaid. As a result of
these transactions. The Registrant has effectively eliminated its exposure to “floorless” convertible instruments.
Grant
of Shares under the Stock Incentive Plan
Effective
as of November 8, 2017, the Registrant issued 350,000 common shares of the Corporation to each of Richard Rusiniak, Paul Ramsay,
and Ross Eastley in light of their services during 2017 during which they have received no other compensation. In addition to
these share issuances, the Registrant granted options to purchase 240,000 options to Messrs. Rusiniak and Ramsay, 200,000 options
to Mr. Eastley, and 60,000 options to the outside directors, such options to be priced at the close of business on November 10,
2017. These shares and the shares underlying the options were registered under the Securities Act by virtue of the Registrant’s
Registration Statement on Form S-8.
Receipt
of Grant
The
Registrant has been awarded a $400,000 Project Funding (Grant) from MITACS. This program will commence December 1st., 2017 and
will be ongoing for 3 years. It will be headed by Dr’s. Steven Laviolette and Walter Rushlow, University of Western Ontario.
The program will include three Post Doctorals and three Doctorals. This grant is leveraged from the research agreement the Registrant
signed with the university and announced March 13, 2017.
The
University of Western Ontario and the Registrant are working to identify and produce specific cannabinoid oil formulations with
ratios of THC and CBD that selectively target specific symptoms associated with these complex diseases. In addition, our research
will help identify specific biomarkers by which we can better determine which patient populations may best benefit from these
specific cannabinoid-based formulations. Our research will lead to significantly improved understanding of the therapeutic benefits
(as well as potential risks) associated with the use of therapeutic cannabinoid formulations and the development of targeted cannabinoid
formulations for advancement towards clinical trials and commercialization of novel cannabinoid pharmaceuticals.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d)
Exhibits
10.1 Form of 12% Senior Convertible Note
10.2 Note Purchase Agreement with Teewinot Life Sciences Corporation
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by theundersigned hereunto duly authorized.
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ALGAE
DYNAMICS CORP.
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Date:
November 9, 2017
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By:
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/s/
Ross Eastley
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Ross
Eastley
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Chief
Financial Officer
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