Current Report Filing (8-k)
October 18 2019 - 3:29PM
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
October
18, 2019 (October 16, 2019)
Date
of Report (Date of Earliest Event)
SYLIOS
CORP
(Exact
name of registrant as specified in its charter)
FLORIDA
(State
or other jurisdiction of incorporation)
333-154799
(Commission
File No.)
501
1st Ave N., Suite 901
St.
Petersburg, Florida 33701
(Address
of principal executive offices and Zip Code)
(727)
482-1505
(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 (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 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On
October 16, 2019, the Company entered into a Securities Purchase Agreement (the “Agreement”) with each of BHP Capital
NY Inc. and Fourth Man, LLC (collectively, the “Investors”) wherein the Company issued each of the Investors a Convertible
Promissory Note (the “Notes”) dated October 16, 2019 in the amount of $13,750 for a total of $27,500. The Notes have
a term of one (1) year and are due on October 16, 2020 and bear interest at 8% annually. As part and parcel of the foregoing transactions,
each of the Investors was issued a warrant granting the holder the right to purchase up to 761,958 shares of the Company’s
common stock at an exercise price of $0.024 for a term of 5-years. The transactions closed on October 16, 2019.
In
addition, 16,030,080 shares of the Company’s common stock have been reserved at Pacific Stock Transfer, our transfer agent,
for possible issuance upon the conversion of the notes into shares of our common stock.
Forward-Looking
Statements and Limitation on Representations
This
Current Report on Form 8-K includes forward-looking statements relating to matters that are not historical facts. Forward-looking
statements may be identified by the use of words such as “expect,” “intend,” “believe,” “will,”
“should,” “would” or comparable terminology or by discussions of strategy. While the Company believes
its assumptions and expectations underlying forward-looking statements are reasonable, there can be no assurance that actual results
will not be materially different. Risks and uncertainties that could cause materially different results include, among others,
the Company’s ability to consummate the transaction described above, the Company’s ability to pay any interest, additional
amount and principal on the Convertible Promissory Notes due October 16, 2020 (hereinafter the “Notes”), the Company’s
ability to satisfy the conditions under the Notes. The Company assumes no duty to update any forward-looking statements other
than as required by applicable law.
The
Notes and other disclosures included in this Current Report on Form 8-K are intended to provide shareholders and investors with
information regarding the terms of the Notes, and not to provide shareholders and investors with any other factual information
regarding the Company or its subsidiaries or their respective business. You should not rely on the representations and warranties
in the Notes or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any
of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may
change after the date of the Notes, which subsequent information may or may not be fully reflected in the Company’s public
disclosures. Other than as disclosed in this Current Report on Form 8-K, as of the date of this Current Report on Form 8-K, the
Company is not aware of any material facts that are required to be disclosed under the federal securities laws that would contradict
the representations and warranties in the Notes. The Company will provide additional disclosure in its public reports to the extent
that it is aware of the existence of any material facts that are required to be disclosed under federal securities laws and that
might otherwise contradict the representations and warranties contained in the Notes and will update such disclosure as required
by federal securities laws. Accordingly, the Notes should not be read alone, but should instead be read in conjunction with the
other information regarding the Company and its subsidiaries that has been, is or will be contained in, or incorporated by reference
into, the Forms 10-K, Forms 10-Q, Forms 8-K, proxy statements, registration statements and other documents that the Company files
with the SEC.
ITEM
2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT.
The
information included in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
ITEM
3.02. UNREGISTERED SALE OF EQUITY SECURITIES.
The
information included in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02.
The
entry into the Securities Purchase Agreement to the Convertible Promissory Notes (the ‘Notes”) due October 16, 2020
and the issuance of the shares of Common Stock issuable upon conversion of the Notes will be exempt from registration under Securities
Act Section 4(a)(2) and Securities Act Rule 506(b). The Investors are sophisticated and represented in writing that they were
accredited investors and acquired the securities for their own accounts for investment purposes. A legend will be placed on each
of the Notes and the stock certificates issued upon conversion of the Notes, subject to the terms of the transaction documents,
stating that the securities have not been registered under the Securities Act and cannot be sold or otherwise transferred without
registration or an exemption therefrom.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d)
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.
Dated
this 18th day of October 2019.
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SYLIOS
CORP
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BY:
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/s/
Jimmy Wayne Anderson
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Jimmy
Wayne Anderson, President
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