Current Report Filing (8-k)
December 07 2018 - 2:24PM
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 6, 2018
ENDONOVO
THERAPEUTICS, INC.
(Exact
name of registrant as specified in its charter)
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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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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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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[ ]
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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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As
previously reported in a Current Report on Form 8-K filed December 26, 2017, certain assets of the Company, primarily intellectual
property (the “Assets”), were held subject to a $1,500,000 secured promissory note (the “Note”) due November
30, 2018 and payable to Steven Gluckstern. On November 29, Eagle Equities, LLC (“Eagle”) purchased the Note from Gluckstern
for its face value. Pursuant to an Exchange Agreement, dated as of November 30, 2018 but executed December 7, 2018 (“the
Exchange Agreement”), the Company issued a replacement secured note called the 10% Senior Secured Convertible Redeemable
Note Due November 30, 2019 (the “Replacement Note”) to Eagle in the principal amount of $1,500,000. The Replacement
Note continues Eagle’s a first priority lien on the Assets, bears interest at 10% per annum, is due November 30, 2019, is
convertible into the Company’s common stock at prices determined with reference to the market prices of the Company’s
Common Stock and is redeemable by the Company at a premium.
The
foregoing is only a summary of the Exchange Agreement and the New Note which are filed as exhibits hereto. The reader is directed
to such exhibits for a full description of the Exchange Agreement and the New Note.
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 7, 2018
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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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