Current Report Filing (8-k)
March 11 2019 - 4:43PM
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): March 8,
2019
KRAIG BIOCRAFT LABORATORIES, INC.
(Exact name of registrant as specified in its charter)
Wyoming
|
|
|
|
83-0458707
|
(State or other jurisdiction
of incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer
Identification No.)
|
2723
South State St. Suite 150
Ann Arbor, Michigan 48104
(Address of principal executive offices, including Zip
Code)
(734) 619-8066
(Registrant’s telephone number, including area
code)
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:
☐
|
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))
|
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.
☐
Item 3.02: Unregistered Sales of Equity Securities
Item 8.01 Other Events.
On March 9, 2019, Kraig Biocraft Laboratories,
Inc. (the “Company”) entered into a purchase agreement
with one investor (the “
Purchase
Agreement
”). Pursuant to
the Purchase Agreement, the Company issued the investor 14,797,278
Units at a purchase price of $0.06758 per Unit, for total gross
proceeds to the Company of $1,000,000. The Units consist of
14,797,278 shares of the Company’s Class A Common Stock (the
“
Common Stock
”) and two warrants (the
“
Warrants
”): (i) one warrant entitles the investor to
purchase up to 14,797,278 shares of Common Stock at an exercise
price of
$0.06 per share (the “
6 Cent Warrants
”) and (ii) one
warrant entitles the investor to purchase up to 7,398,639 shares of
Common Stock at an exercise price of $0.08 per share (the
“
8 Cent
Warrant
”). The Warrants shall be exercisable at any
time from the issuance date until the following expiration
dates:
●
½
of all 6 Cent Warrants shares shall expire on March 8,
2021;
●
½
of all 6 Cent Warrants shall expire on March 8, 2022;
●
½
of all 8 Cent Warrants shall expire on March 8, 2022;
and,
●
½
of all 8 Cent Warrants shall expire on March 8, 2023.
The
Purchase Agreement contains customary representations, warranties
and agreements by the Company, customary conditions to closing,
indemnification obligations of the Company, termination provisions,
and other obligations and rights of the parties.
The
securities sold in the private placement were issued in reliance on
an exemption from registration under
Regulation S of the Securities Act of 1933, as
amended (“
Regulation S
”). The bases for the availability of this
exemption include the facts that the sales of the securities were
made to a non-U.S. person (as defined under Rule 902 section
(k)(2)(i) of
Regulation
S), pursuant to an offshore transaction, and no directed selling
efforts were made in the United States by the issuer, a
distributor, any of their respective affiliates, or any person
acting on behalf of any of the foregoing.
The
foregoing descriptions of the Purchase Agreement and the Warrants
are qualified in their entireties by reference to the full text of
the form of Purchase Agreement and the form of Warrant, copies
of which are filed herewith as Exhibit 10.1 and Exhibit 4.1,
respectively, to this Current Report on Form 8-K and are
incorporated by reference herein.
Although the number
of shares of Common Stock issuable pursuant to the Purchase
Agreement falls below the threshold that requires the Company to
file a Form 8-K pursuant to Item 3.02, the Company is voluntarily
filing this Form 8-K because it believes that the transaction is
important information to disclose to its shareholders.
On
March 11, 2019, the Company issued a press release announcing the
transaction contemplated by the Purchase Agreement. A copy of the
press release is furnished as Exhibit 99.1 to this Current Report
on Form 8-K.
This
report does not constitute an offer to sell, or the solicitation of
an offer to buy, nor shall there be any sale of these securities in
any state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to the registration or qualification under
the securities laws of any such state or jurisdiction.
Item 9.01 Financial Statements and Exhibits.
Exhibit
No.
|
Description
|
4.1
|
Form of
Warrant
|
10.1
|
Form of
Purchase Agreement
|
99.1
|
Press
Release
|
|
|
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.
Date:
March 11, 2019
|
KRAIG BIOCRAFT LABORATORIES, INC.
|
|
|
|
|
By:
|
/s/ Kim
Thompson
|
|
|
Kim
Thompson
|
|
|
Chief
Executive Officer, Chief Financial Officer and
Director
|
Kraig Biocraft Laborator... (QB) (USOTC:KBLB)
Historical Stock Chart
From Aug 2024 to Sep 2024
Kraig Biocraft Laborator... (QB) (USOTC:KBLB)
Historical Stock Chart
From Sep 2023 to Sep 2024