Current Report Filing (8-k)
July 11 2016 - 10:35AM
Edgar (US Regulatory)
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
Date
of Report (Date of earliest event reported):
July 9, 2016
ENDONOVO
THERAPEUTICS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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333-176954
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45-2552528
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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6320
Canoga Avenue, 15
th
Floor
Woodland
Hills, CA 91367
(Address
of principal executive office)(Zip Code)
Registrant’s
telephone number, including area code:
(800) 489-4774
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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement
On
July 9, 2016, we signed a binding letter agreement (“Letter Agreement”), dated July 8, 2016 for our acquisition of
all of the outstanding shares of
Rio Grande Neurosciences,
Inc. (RGN) from its existing shareholders. The Letter Agreement calls for a purchase price of $30,000,000 for all of the shares
of RGN, of which we have paid $500,000 through the delivery of a promissory note (the “Note”) which is due on the
earlier of January 8, 2017 or the closing of the acquisition of RGN and bears interest at 7.5%. The balance of the purchase price
will be paid as Pursuant to the Letter Agreement, Endonovo will be acquiring RGN for an aggregate purchase price of $30,000,000,
consisting of the Note, $1.0 million in cash, approximately $15 million in Endonovo common stock, the assumption by us of $8.5
million in senior secured notes and approximately $5 million in Endonovo common stock warrants. Endonovo will also be committed
to paying RGN’s shareholders a 10% royalty on the sale of RGN commercialized products. The Letter Agreement has been approved
by the boards of directors of both the Company and RGN and is binding, but subject to the execution of a definitive purchase agreement,
shareholder approvals and Endonovo raising additional capital. The parties expect to sign a definitive agreement within the third
quarter ending September 30, 2016 and close at the same time or shortly thereafter. The Letter Agreement contemplates a Board
of Directors comprised of three designees from RGN and four from us.
The
foregoing is only a brief summary of the Letter Agreement and the Note and the reader is referred to the Letter agreement and
the Note, which are exhibits hereto, for a full understanding of their terms and conditions of those documents.
RGN
is a privately held, Santa Fe, New Mexico-based, neurotechnology company focused on developing, acquiring, and licensing non-invasive
brain stimulation (NIBS) therapies used to treat pathologies of the central nervous system. RGN has aggregated three of promising
NIBS Electroceutical™ technologies which are repetitive multi-coil Transcranial Magnetic Stimulation (rTMS), targeted Pulsed
Electromagnetic Field therapy (tPEMF), and closed-loop Transcranial Electrical Stimulation (cl-TES).
Item
9.01 Financial Statements and Exhibits.
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(a)
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Financial
Statements -None
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(b)
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Exhibits
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10.1
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Letter
Agreement, between us and RGN, dated July 8, 2016.
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10.2
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Note,
dated July 8, 2016, payable to the shareholders of RGN
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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.
Dated:
July 11, 2016
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ENDONOVO THERAPEUTICS, INC.
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By:
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/s/
Alan Collier
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Alan
Collier
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Chief
Executive Officer
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