Current Report Filing (8-k)
January 16 2020 - 6:03AM
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
January
15, 2020
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)
000-56091
(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)
Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class
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Trading
Symbol(s)
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Name
of Each Exchange on Which Registered
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common stock
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UNGS
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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
January 10, 2020, the Company entered into a separate Securities Purchase Agreement (the “Agreement”)
with each of Armada Investment Fund, LLC (“Armada”) and Fourth Man, LLC (“FM”) wherein the
Company issued each of Armada and FM a Convertible Promissory Note (the “Note”) in the amount of $18,425 ($1,675
OID). Each Note has a term of one (1) year (due on January 10, 2021) and bears interest at 8% annually. As part and
parcel of the foregoing transaction, Armada and FM were each issued a warrant granting the holder the right to purchase
up to 921,250 shares of the Company’s common stock at an exercise price of $0.024 for a term of 5-years. The transactions
closed on January 13, 2020.
In
addition, 32,000,000 shares of the Company’s common stock have been reserved at Pacific Stock Transfer Corporation, our
transfer agent, for each of Armada and FM for possible issuance upon the conversion of each Note 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 January 10, 2021 (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 Agreements to the Convertible Promissory Notes (the ‘Notes”) due January 10, 2021
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.
Exhibit
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Document
Description
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10.1
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Securities
Purchase Agreement between Sylios Corp and Armada Investment Fund, LLC dated January 10, 2020
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10.2
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Convertible
Promissory Note between Sylios Corp and Armada Investment Fund, LLC dated January
10, 2020
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10.3
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Common
Stock Purchase Warrant Agreement between Sylios Corp and Armada Investment Fund, LLC
dated January 10, 2020
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10.4
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Securities
Purchase Agreement between Sylios Corp and Fourth Man, LLC dated January 10, 2020
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10.5
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Convertible
Promissory Note between Sylios Corp and Fourth Man, LLC dated January 10, 2020
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10.6
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Common
Stock Purchase Warrant Agreement between Sylios Corp and Fourth Man, LLC dated January
10, 2020
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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
this 15th day of January 2020.
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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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