Current Report Filing (8-k)
February 10 2017 - 1:44PM
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):
February 7, 2017
ENDONOVO
THERAPEUTICS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
333-176954
|
|
45-2552528
|
(State
or other jurisdiction
|
|
(Commission
|
|
(IRS
Employer
|
of
incorporation)
|
|
File
Number)
|
|
Identification
No.)
|
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:
[ ]
|
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
3.03 Material Modification to Rights of Security Holders.
On
February 7, 2017, we filed a certificate of designation (“the “Designation”) relating to our newly designated
Series B Convertible Preferred Stock (the “B Preferred”). The Designation created 50,000 shares of B Preferred from
the 5,000,000 shares of preferred stock that our board may designate from time to time. Each share of B Preferred has a liquidation
preference and stated value of $100, is convertible into units of common stock and warrants analogous to the common stock and
warrants issued in our ongoing private placement commencing. Such conversion right commences six months from the date of issuance,
but the pricing terms are fixed on the date of investment.
The
forgoing is a summary of certain terms of the certificate of designation. For a full statement of the rights, preferences and
limitations of the Series B, the reader is referred to the Designation which is an exhibit hereto.
Item
9.01 Financial Statements and Exhibits.
|
(a)
|
Financial
Statements -None
|
|
(b)
|
Exhibits
|
|
|
|
|
|
3.1
Certificate of Designation filed February 7, 2017.
|
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:
February 10, 2017
|
ENDONOVO
THERAPEUTICS, INC.
|
|
|
|
|
By:
|
/s/
Alan Collier
|
|
|
Alan
Collier
|
|
|
Chief
Executive Officer
|