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 21, 2017



AngioSoma, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada

333-170315

27-3480481

(State of Incorporation)

(Commission File Number)

(IRS Employer Identification Number)


2500 Wilcrest Drive, 3 rd Floor

Houston, Texas  77042

(Address of principal executive offices)


832-781-8521

(Registrant’s telephone number, including area code)


14001 Walden Rd., Suite 600

Montgomery, Texas  77356

(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))




Section 1 – Registrant’s Business and Operations


ITEM 1.01 Entry into a Material Definitive Agreement.


Effective February 21, 2017, AngioSoma, Inc.’s wholly owned subsidiary, AngioSoma Research, Inc., a Texas corporation, entered into a Placement Agent and Advisory Services Agreement (the “Agreement”) with Boustead Securities, LLC, a California limited liability company.  A copy of the Agreement is attached as Exhibit 99.1 to this Form 8-K.



Section 3 – Securities and Trading Markets


ITEM 3.02 Unregistered Sales of Equity Securities.


In connection with the Placement Agent and Advisory Services Agreement described in Item 1.01, AngioSoma, Inc. will issue 1,000,000 restricted shares of common stock to Boustead Securities, LLC or its designee(s).


The shares will be issued without registration in reliance on the exemption in Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) of Regulation D thereunder.  We believe the exemption is available because of the substantial preexisting relation with the parties and the offering was made solely and only to the parties without any public offering or solicitation.



Section 8 – Other Events


ITEM 8.01 Other Events.


AngioSoma, Inc. has moved its principal office to 2500 Wilcrest Drive, 3 rd Floor, Houston, Texas 77042.



Section 9 – Financial Statements and Exhibits


ITEM 9.01 Financial Statements and Exhibits.


EXHIBIT NO.

 

DESCRIPTION

 

 

 

Exhibit 99.1

 

Placement Agent and Advisory Services Agreement dated February 21, 2017 by and between AngioSoma, Inc’s wholly-owned subsidiary, AngioSoma Research, Inc., and Boustead Securities, LLC.



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.


 

AngioSoma, Inc.

 

 

Date: February 22, 2017

By: /s/ Alex K. Blankenship

 

Name: Alex K. Blankenship

Title: President and CEO


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