Current Report Filing (8-k)
March 06 2020 - 4:54PM
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 5, 2020
Simlatus
Corporation
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(Exact
name of Company as specified in its charter)
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Nevada
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000-53276
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20-2675800
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(State
or other jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification Number)
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175
Joerschke Dr., Suite A
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Grass
Valley, CA 95945
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(Address
of principal executive offices)
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Phone:
(530) 205-3437
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(Companys
Telephone Number)
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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 Company under
any of the following provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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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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o
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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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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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N/A
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N/A
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N/A
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company o
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. o
ITEM
8.01 Other Events.
On
March 5, 2020, Simlatus Corporation (Simlatus) entered into an Assignment
Agreement (the Agreement) with Power Up Lending Group LTD (Power Up) and Redstart Holdings
Corp. (the Assignee). Pursuant to the Agreement, on March 5, 2020, Power Up
sold, transferred and assigned to the Assignee, for a purchase price of $150,000 the following two Convertible Promissory
Notes (the Convertible Notes) originally issued by Simlatus to Power Up:
(i) Convertible Promissory Note dated May 13, 2019 in the principal amount of $103,000,
and (ii) Convertible Promissory Note dated June 20, 2019 in the principal amount
of $53,000.
The
Convertible Notes permit the holder thereof to convert the
obligations thereunder into shares of common stock of Simlatus
at a 39% discount to the market price, subject to the limitation that the
holder may not convert any Note if as a result of such conversion it would be
the beneficial owner of more than 4.99% of the
common stock of Simlatus.
As
of March 5, 2020 the balance owed by Simlatus under the Convertible Notes (including
accrued interest and penalties) was $220,115.23 and $112,769.48, respectively.
Following
the sale of the Convertible Notes to the Assignee, Power Up does not hold any convertible
securities of Simlatus.
The
foregoing is a summary of the Agreement and the Convertible Notes, does not purport to be complete, and is subject to and qualified
in its entirety by reference to the text of the Agreement and the Convertible Notes, which have been filed as exhibits to this
Current Report on Form 8-K.
ITEM
9.0 Financial Statements and Exhibits
INDEX
TO 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.
Date:
March 6, 2020
Simlatus
Corporation
By: /s/ Richard Hylen
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Richard Hylen, Chairman and CEO
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