Current Report Filing (8-k)
July 27 2017 - 6:16AM
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 26, 2017
VITALITY
BIOPHARMA, INC
(Exact
name of registrant as specified in its charter)
Nevada
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000-53832
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75-3268988
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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901
Avenue of the Stars, 2
nd
Floor
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Los
Angeles, California
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90067
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (
530) 231-7800
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 (see General Instruction A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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
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Entry
into a Material Definitive Agreement.
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Securities
Purchase Agreement
On
July 26, 2017, Vitality Biopharma, Inc. (the “Company”) entered into a securities purchase agreement (the “Securities
Purchase Agreement”) with the purchasers identified therein (collectively, the “Purchasers”) providing for the
issuance and sale by the Company to the Purchasers of an aggregate of 666,667 shares of the Company’s common stock (collectively,
the ‘Shares”), and warrants to purchase up to 333,334 shares of the Company’s common stock (the “Warrants”,
and the shares issuable upon exercise of the Warrants, collectively, the “Warrant Shares”) at a price of $1.50 per
share (the “Offering”). After deducting for fees and expenses, the aggregate net proceeds from the sale of the Shares
and Warrants is approximately $995,000.
Pursuant
to the terms of the Securities Purchase Agreement, each Purchaser will be issued one share of the Company’s common stock
and a Warrant to purchase up to one-half of one share of the Company’s common stock. Each Warrant has an exercise price
of $2.00 per share, is immediately exercisable, and will expire on the three year anniversary of the date of issuance, which is
July 26, 2020. If the Purchasers exercise all of the Warrants within three years, the Company would receive additional aggregate
net proceeds of approximately $666,668. At any time the registration statement (as discussed below) is not effective, the
Warrants may be exercised on a cashless basis.
The
Company expects to close the Offering on July 28, 2017, and the total common shares outstanding after the issuance of the Shares
is 22,931,847
Registration
Rights Agreement
On
July 26, 2017, the Company entered into the Registration Rights Agreement (the “Rights Agreement”) with the Purchasers
pursuant to which the Company agreed to register the Shares and the Warrant Shares (the “Registrable Securities”).
The Company is required to file a registration statement with the SEC to register the Registrable Securities by August 25, 2017
(the “Filing Deadline”) and have the registration statement declared effective by the SEC within one hundred twenty
(120) to one hundred fifty (150) days of the Filing Deadline.
The
parties to the Rights Agreement also agreed, among other things, to indemnify each other for losses that may arise based on untrue
statements that may be included in the registration statement and certain other fees and expenses that the parties may incur in
connection therewith. The Company will pay all expenses relating to the filing of the registration statement.
Item 3.02
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Unregistered Sales of Equity Securities
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The
information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02
in its entirety.
The
Shares, the Warrants and the Warrant Shares (collectively, the “Securities”) sold at the closing of the Offering have
not been registered under the Securities Act of 1933, as amended (the “Securities Act”). The Securities have been
sold in reliance upon exemptions from registration under Rule 506 of Regulation D under the Securities Act. The Securities may
not be offered or sold in the United States absent registration under or exemption from the Securities Act and any applicable
state securities laws. Each of the Purchasers has represented that it is an accredited investor as defined in Regulation D and
that it is acquiring the Securities for investment only and not with a view towards, or for resale in connection with, the public
sale or distribution thereof. This Current Report on Form 8-K is not an offer to sell or the solicitation of an offer to buy the
Securities.
The
foregoing description of the Securities Purchase Agreement and the Warrants does not purport to be complete and is qualified in
its entirety by reference to the full text of each document. Copies of the form of Warrant, Securities Purchase Agreement and
Registration Rights Agreement are attached to this Current Report on Form 8-K as Exhibit 4.1, Exhibit 10.1 and Exhibit 10.2, respectively,
and each is incorporated herein by reference. The Securities Purchase Agreement has been included to provide investors with information
regarding its terms, but it is not intended to provide other factual information about the Company. The Securities Purchase Agreement
contains representations and warranties that the Company has made to the Purchasers, which are qualified by information in confidential
disclosure schedules provided by the Company to the Purchasers that modifies and creates exceptions to those representations and
warranties. Investors should not rely on the representations and warranties made by the Company in the Securities Purchase Agreement
as characterizations of the actual state of facts at the time they were made or otherwise.
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits.
Exhibit
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Description
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4.1
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Form
of Common Stock Purchase Warrant
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10.1
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Securities
Purchase Agreement, dated July 26, 2017 by and among Vitality Biopharma, Inc., and the
Purchasers listed on the signature pages thereto
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10.2
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Registration
Rights Agreement, dated July 26, 2017, by and among Vitality Biopharma, Inc. and the Purchasers listed on the signature
pages thereto
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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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VITALITY
BIOPHARMA, INC.
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Dated:
July 27, 2017
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By:
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/s/
Robert Brooke
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Name:
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Robert
Brooke
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Title:
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Chief
Executive Officer
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EXHIBIT
INDEX
Exhibit
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Description
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4.1
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Form of Common Stock Purchase Warrant
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10.1
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Securities Purchase Agreement, dated
July 26, 2017 by and among Vitality Biopharma, Inc., and the Purchasers listed on the signature pages thereto
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10.2
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Registration Rights Agreement, dated July 26, 2017, by and among Vitality Biopharma, Inc. and the Purchasers listed on the signature pages thereto
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