Current Report Filing (8-k)
December 26 2017 - 6:44AM
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):
December 22, 2017
ENDONOVO
THERAPEUTICS, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-55453
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45-2552528
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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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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:
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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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Item
2.01
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Completion
of Acquisition or Disposition of Assets.
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On
December 22, 2017, we exercised an option (the “Option”) to acquire intellectual property and other assets (the “RGN
Assets”) from Rio Grande Neurosciences, Inc. (RGN). The Option’s price was $4,500,000 of which we paid $3,000,000
in cash and delivered a $1,500,000 secured promissory note due November 30, 2018 and security agreement. We were granted the Option
pursuant to a Settlement Agreement and Mutual Release (the “Settlement”) by and among us, RGN, and RGN’s principal
shareholder which ended litigation brought by us related to our agreement with RGN previously reported in a Current Report on
Form 8-K filed July 11, 2016 and referenced in a Current Report on Form 8-K filed August 19, 2016. The terms of the settlement
included a payment of $150,000 to us by RGN (which has been received) and the grant of the Option. The $3,000,000 Option payment
was available due to the sale of $700,000 of a new class of preferred stock described herein, a $1,800,000 secured convertible
note from Eagle Equities, LLC which will be described in a subsequent Current Report on Form 8-K ,and the application of available
company funds. The RGN Assets relate to RGN’s PEMF portfolio of intellectual property, including 27 issued patents with
foreign patent protection covering the therapeutic use of PEMF as well as the treatment of various central nervous system disorders.
We intend to initiate and fund both currently planned and all future clinical trials to evaluate the use of PEMF in the treatment
of central nervous system disorders, including traumatic brain injury, post-concussion syndrome, stroke and multiple sclerosis.
However, no assurance can be given that we will be successful in these endeavors or that the results of any tests will indicate
further development of the RGN Assets. Prior to the exercise of the Option, RGN designated Steven Gluckstern as the payee of the
Note and the party to the Security Agreement.
The
PEMF assets acquired under the Option also include a portable, disposable PEMF device with a CE Mark and an FDA 510(k) clearance
for the treatment of soft tissue injuries and post-surgical pain and edema in addition to medical reimbursement for the treatment
of chronic wounds. Endonovo Therapeutics will begin the commercialization of the PEMF assets through licensing and joint venture
agreements and the creation of various sales channels and distribution agreements.
The
foregoing is only a brief summary of the agreements referred to hereon, which are exhibits hereto, for a full understanding of
their terms and conditions of those documents.
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Item
3.03
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Material
Modification to Rights of Security Holders.
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On
December 22, 2017 we filed a certificate of designation (the “Designation”) for 8,000 shares of Series C Secured Redeemable
Preferred Stock (“C Preferred”). Each share of the C Preferred, which has a stated value of $1,000 per share, is entitled
to a $20.00 quarterly dividend commencing March 31, 2018 and each quarter thereafter and is to be redeemed for the stated value
plus accrued dividends (i) at our option, commencing one year from issuance and (ii) in any event no later than December 31, 2019.
The C Preferred does not have any rights to vote with the common stock. Our obligation to redeem the C Preferred is secured by
a security interest in the RGN Assets secondary to the interest granted under the Option. The Designation and the related security
agreement are filed as exhibits hereto and the reader is referred to those exhibits for the full terms and conditions of such
documents. To date we have sold 700 shares of C Preferred in units comprised of shares of C Preferred and common stock purchase
warrants which will be described in a subsequent Current Report on Form 8-K.
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Item
9.01
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Financial
Statements and Exhibits.
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(a)
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Financial
Statements -None
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(b)
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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.
Dated:
December 26, 2017
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ENDONOVO THERAPEUTICS, INC.
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By:
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/s/
Alan Collier
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Alan
Collier
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Chief
Executive Officer
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