Current Report Filing (8-k)
May 02 2017 - 4:37PM
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):
April 26, 2017
BOSTON THERAPEUTICS, INC.
(Exact name of registrant as specified in
its charter)
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Delaware
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000-54586
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27-0801073
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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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354
Merrimack Street, #4, Lawrence, MA 01843
(Address of principal executive offices)
(zip code)
(603) 935-9799
(Registrant's telephone number, including
area code)
Copies to:
Stephen M. Fleming
Fleming PLLC
49 Front Street, Suite 206
Rockville Centre, New York 11570
Phone: (516) 833-5034
Fax: (516) 977-1209
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 (see General Instruction
A.2. below):
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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))
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Item 1.01
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Entry
Into A Material Definitive Agreement
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Item 2.03
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Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
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Item 3.02
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Unregistered
Sales of Equity Securities
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On
April 26, 2017,
Boston Therapeutics, Inc. (the “Company”)
entered into
Securities Purchase Agreement with CJY Holdings Limited (“CJY") providing for the sale by the Company to CJY of 6% Subordinated
Convertible Debenture in an amount of up to $1,000,000 (the "Debentures"). In addition to the Debentures, CJY will
also receive stock purchase warrants (the "Warrants") to acquire 500,000 shares of common stock of the Company for every
$50,000 in Debentures purchased. The Warrants are exercisable for five years at an exercise price of $0.10 and may be exercised
on a cashless basis. The Company may only use the proceeds for the payment of services or materials associated with clinical
trials. The Company closed on $200,000 in financing and issued the related Debentures and Warrants under this agreement on April
26, 2017.
The
Debentures bear interest at 6% per annum and mature two years from issuance. CJY may elect to convert all or part of the Debentures,
plus accrued interest, at any time into shares of common stock of the Company at a conversion price of $0.10 per share.
Interest on the Debentures is payable in cash or shares of common stock at $0.10 per share quarterly commencing June 30, 2017. The
conversion price is subject to adjustment for stock dividends and stock splits. In addition, if after the original issue
date of the Debentures, either (i) the volume weighted average price equals or exceeds $0.50 for 10 consecutive trading days or
(ii) the Company's elects to lists a class of securities on a national securities exchange, the Company may cause CJY to convert
all or part of the then outstanding principal amount of the Debentures plus, accrued but unpaid interest, liquidated damages and
other amounts owed.
CJY agreed to
restrict its ability to convert the Debentures and exercise the Warrants and receive shares of common stock such that the number
of shares of common stock held by CJY after such conversion or exercise does not exceed 4.99% of the then issued
and outstanding shares of common stock.
The Company claims
an exemption from the registration requirements of the Securities Act of 1933 (the "Securities Act") for the private
placement of these securities pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under
the Securities Act. CJY is an accredited investor as defined in Rule 501 of Regulation D promulgated under the Securities Act.
As of the date hereof, the Company is obligated on $200,000 in face amount of Debentures issued to CJY. The Debentures are a debt
obligation arising other than in the ordinary course of business which constitute a direct financial obligation of the Company.
The foregoing information is a summary
of each of the agreements involved in the transactions described above, is not complete, and is qualified in its entirety by reference
to the full text of those agreements, each of which is attached an exhibit to this Current Report on Form 8-K. Readers
should review those agreements for a complete understanding of the terms and conditions associated with this transaction.
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Item 9.01
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Financial Statements and Exhibits
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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.
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BOSTON THERAPEUTICS, INC.
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Date: May 2, 2017
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By:
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/s/ Carl
Rausch
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Name: Carl Rausch
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Title: Chief Executive Officer
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