CRGS CurAegis Technologies Inc (CE)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Torvec, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Not Applicable
______________________________________________
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))

On January 12, 2016, Torvec, Inc. issued a press release to extend the offering for investment in the company’s Series C-3 Voting Convertible Preferred Stock through February 10, 2016. To date, the Company has received subscription agreements or verbal commitments achieving the offering minimum of $1,000,000. Mr. Kaplan reported that the Company had received requests from current shareholders to reduce the minimum investment defined in the offering. In response, the Company has reduced the minimum investment to $5,000. The offering is being made only to “accredited investors” as defined in Rule 501(a) of Regulation D under the Securities Act.

A copy of the press release is attached hereto as Exhibit 99.1.

The commencement of the Series C-3 Voting Convertible Preferred Stock was disclosed in the company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 11, 2015. The shares of Series C-3 Preferred Stock available in the offering will not be registered under the Securities Act of 1933. Accordingly, those shares and the shares of common stock issuable upon their conversion are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933 and may not be offered for resale or resold or otherwise transferred except pursuant to a registration statement under the Securities Act of 1933 or an applicable exemption from registration requirements.

The information set forth herein is neither an offer to sell, nor a solicitation of an offer to buy, any Series C-3 Preferred Stock, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. 

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 the undersigned hereunto duly authorized.

Exhibit 99.1

TORVEC, INC. announces extension of offering of Series C-3 preferred stock through February 10, 2016

ROCHESTER, NEW YORK January 12, 2016 (NEWSWIRE) Richard A. Kaplan, Chief Executive Officer of Torvec, Inc. announced that the Company has extended the expiration of the offering of the Series C-3 Voting Convertible Preferred Stock from January 11, 2016 to February 10, 2016 at 5:00 p.m. eastern time. To date, the Company has received subscription agreements or verbal commitments achieving the offering minimum of $1,000,000.

Mr. Kaplan reported that the Company had received requests from current shareholders to reduce the minimum investment defined in the offering. In response, the Company has reduced the minimum investment to $5,000. The offering is being made only to “accredited investors” as defined in Rule 501(a) of Regulation D under the Securities Act. 

The Company is offering $2,500,000 of Series C-3 Voting Convertible Preferred Stock, par value $0.01 per share, at the price of $0.25 per share in a private placement pursuant to Rule 506(c) promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”).

ACCREDITED INVESTORS AND INTERESTED PARTIES CAN ACCESS THE ACCREDITED INVESTORS PAGE ON TORVEC’S WEB SITE AT: http://www.torvec.com/investors/accredited-investor. AT THE TORVEC WEB SITE INVESTORS WILL BE ASKED TO CONFIRM ACCREDITED INVESTOR STATUS AND THEN TO ACCESS THE OFFERING MEMORANDUM AND RELATED OFFERING MATERIALS. ALTERNATIVELY, INTERESTED INVESTORS CAN CALL THE COMPANY’S CHIEF FINANCIAL OFFICER, KATHLEEN BROWNE, AT 585-254-1100 EXT 310, TO REQUEST THIS INFORMATION AND MATERIALS. THE CRITERIA TO BE CONSIDERED AN ACCREDITED INVESTOR IS AVAILABLE ON THE COMPANY’S WEB SITE AT: http://www.torvec.com/investors/accredited-investor . 

THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SERIES C-3 PREFERRED SHARES OR ANY OTHER SECURITIES. THE SERIES C-3 PREFERRED SHARES SHALL BE OFFERED ONLY PURSUANT TO THE COMPANY’S OFFERING MEMORANDUM DATED AS OF DECEMBER 8, 2015 (AS AMENDED FROM TIME TO TIME) AND RELATED OFFERING MATERIALS.  

ABOUT TORVEC, INC.

Torvec, Inc. (OTCQB: TOVC) was incorporated as a New York business corporation on September 25, 1996. The Company develops and markets advanced technologies in the areas of power, safety and wellness.  Currently, the Company is focusing its commercialization strategies on the following technologies: (i) the CURA system which encompasses a wearable device, the MyCadian™ Watch which measures degradation of alertness and sleep attributes and the Z Coach education and training tool (ii) the Hydraulic Pump. The MyCadian™ Watch consists of hardware and software that measures multiple metrics in order to establish that a person's ability to perform a task or job appears to be degrading. The Hydraulic Pump is an innovative hydraulic design, whose goal is to deliver better efficiencies in a package that is smaller and lighter than existing technologies.  The Company has not yet had any significant revenue-producing operations.

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