Current Report Filing (8-k)
November 08 2016 - 05:04PM
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):
November 2, 2016
NUGENE INTERNATIONAL, INC.
(Exact name of registrant as specified in
its charter)
NEVADA
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001-37940
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46-3999052
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer Identification
Number)
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17912 Cowan
Irvine, California 92614
(Address of Principal Executive Offices)
(949) 430-7737
(Registrant’s telephone number including
area code)
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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17CFR 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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¨
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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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¨
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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
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Entry into a Material Definitive Agreement.
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On 02 November 2016 NuGene Holdings, Inc. (the
“
Company
”) closed a financing transaction pursuant to a Note Purchase Agreement (the “
Purchase Agreement
”)
with accredited investors, collectively referred to herein as the “
Investors
”. Pursuant to the Purchase Agreement,
the Investors purchased from the Company Non-Convertible Promissory Notes (the “Notes”) in the total principal amount
of $480,000 (the “
Principal Amount
”). Each of the Notes and together with the Purchase Agreement and the Warrants
(discussed below) are referred to herein as the “
Transaction Documents
”. The Company received $400,000 of gross
proceeds from the Notes, excluding transaction costs, fees, and expenses. $25,000 was paid to legal counsel to the Investors.
Interest on the principal amount of the Notes
accrues at the rate of 5% per annum and is payable on April 28, 2017. The Notes are convertible into shares of the Company’s
common stock only upon a default under the Transaction Documents. Repayment of the Notes under is subject to a premium on the outstanding
principal balance and any accrued and unpaid interest. Repayment within 60-days of closing is equal to 115% of the Principal Amount.
Repayment after 60-days is equal to 125% of the Principal Amount. If the Company fails to meet its obligations under the terms
of the Transaction Documents the Notes shall become immediately due and payable and subject to penalties provided for in the Notes.
The Company also granted to the Investors warrants
(the “
Warrants
”) to acquire an aggregate of 1,428,572 shares of the Company’s common stock. The Warrants
have a 7-year term with an exercise price equal to the lesser of (a) $.47; or, (b) 75% of the closing bid price of the Company’s
common stock on the effective date of the Company’s first registered public offering of common stock following the issuance
of the Warrants, subject to certain adjustments under the Warrants.
The foregoing descriptions of the Transaction
Documents do not purport to be complete and are qualified in their entirety by the terms and conditions of the Note, Purchase Agreement,
and Warrants. A copy of the form of the Note, Purchase Agreement, and Warrant is attached hereto as Exhibit 4.1, 10.1, and 10.2,
respectively, and are incorporated herein by reference.
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Item 3.02
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Unregistered Sales of Equity Securities.
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The applicable information set forth in
Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. The foregoing securities under the
Purchase Agreement were offered and sold without registration under the Securities Act of 1933 (the “Securities Act”)
in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder, and
in reliance on similar exemptions under applicable state laws.
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Item 9.01
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Financial Statements And Exhibits.
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The following exhibits are furnished with this report:
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Exhibit No.
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Exhibit Description
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4.1
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Form of Non-Convertible Promissory Note.
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10.1
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Form of Note Purchase Agreement.
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10.2
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Form of Common Stock Warrant
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SIGNATURE
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.
Date: November 8, 2016
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NUGENE INTERNATIONAL, INC.
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By:
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/s/ Steven R. Carlson
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Steven R. Carlson,
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Chief Executive Officer/President
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