Current Report Filing (8-k)
September 27 2017 - 9:53AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): September 27, 2017 (September 20, 2017)
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COATES
INTERNATIONAL, LTD.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-33155
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22-2925432
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(State
or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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Highway
34 & Ridgewood Road, Wall Township, New Jersey 07719
(Address
of principal executive offices)
(732)
449-7717
(Registrant’s
telephone number including area code)
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 (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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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
FORWARD
LOOKING STATEMENTS
This
Form 8-K and other reports filed by Registrant from time to time with the Securities and Exchange Commission (collectively the
“Filings”) contain or may contain forward looking statements and information that are based upon beliefs of, and information
currently available to, Registrant’s management as well as estimates and assumptions made by Registrant’s management. When used
in the filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”,
“intend”, “plan” or the negative of these terms and similar expressions as they relate to Registrant or Registrant’s
management identify forward looking statements. Such statements reflect the current view of Registrant with respect to future
events and are subject to risks, uncertainties, assumptions and other factors relating to Registrant’s industry, Registrant’s
operations and results of operations and any businesses that may be acquired by Registrant. Should one or more of these risks
or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from
those anticipated, believed, estimated, expected, intended or planned.
Although
Registrant believes that the expectations reflected in the forward looking statements are reasonable, Registrant cannot guarantee
future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities
laws of the United States, Registrant does not intend to update any of the forward-looking statements to conform these statements
to actual results.
ITEM
2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
On
September 20, 2017, the Registrant received proceeds of $29,350, net of financing costs of $3,650, in connection with a Securities
Purchase Agreement and related convertible promissory note, dated September 20, 2017, in the face amount of Thirty Three Thousand
($33,000.00) Dollars and no cents issued to APG Capital Holdings, LLC, an independent third party accredited investor (the “Holder”).
The Promissory Note matures in September 2018 and provides for interest at the rate of ten (10%) percent per annum. The Note may
be converted into unregistered shares of the Registrant’s common stock, par value $0.0001 per share, at the Conversion Price,
as defined, in whole, or in part, at any time beginning 180 days after the date of the Note, at the option of the Holder. All
outstanding principal and unpaid accrued interest is due at maturity, if not converted prior thereto.
The
Conversion Price shall be equal to 62% multiplied by the Market Price, as defined. The Market Price shall be equal to the lowest
trading price of the Registrant’s common stock on the OTC Pink during the twenty-five (25) trading-day period ending one
trading day prior to the date of conversion by the Holder. The Holder anticipates that upon any conversion, the shares of stock
it receives from the Registrant will be freely tradable in reliance on an exemption from registration under Rule 144 of the U.S.
Securities and Exchange Commission.
The
Registrant also issued a $33,000 back-end convertible promissory note on the same terms and conditions as the above convertible
promissory note. This note may be funded in the future upon mutual agreement of the parties. This note is collateralized by a
$33,000 promissory note issued by the Holder to the Registrant, dated September 20, 2017. If funded, the back-end note may be
converted at any time commencing six months after September 20, 2017.
These
notes may be prepaid during the six month period beginning September 20, 2017 by paying a prepayment penalty of 50%. The
Registrant has reserved 709,677,000 shares of its unissued common stock for potential conversion of the convertible
note.
The
convertible promissory notes are privately offered and sold to the Holder in reliance on specific exemptions from the registration
requirements of the United States federal and state securities laws which the Registrant believes are available to cover this
transaction based on representations, warranties, agreements, acknowledgements and understandings provided to the Registrant by
the Holder.
ITEM
9.01 FINANCIAL STATEMENT AND EXHIBITS.
(a)
Financial Statements of Business Acquired.
N/A
(b)
Pro Forma Financial Information.
N/A
(c)
Exhibits.
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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COATES
INTERNATIONAL, LTD.
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By:
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/s/
Barry C. Kaye
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Barry
C. Kaye
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Chief
Financial Officer
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Dated:
September 27, 2017.
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