Amended Current Report Filing (8-k/a)
February 22 2021 - 09:15AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
Date of Report (Date of earliest event reported):
February 12, 2021
Creative Medical Technology Holdings,
Inc.
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(Exact name of
registrant as specified in its charter)
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Nevada
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000-53500
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87-0622284
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(State or other
jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification
Number)
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211 E Osborn Road, Phoenix, AZ 85012
(Address of principal executive offices)
(833) 336-7636
(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:
☐ 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))
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 ☐
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.
☐
Explanatory Note
This Amendment to our Current Report on Form 8-K initially filed
with the Securities and Exchange Commission on February 18, 2021
reflects a correction of a typographical error with respect to the
number of shares Series B Preferred Stock issued to the Investor
under the Purchase Agreement described below.
Item 1.01. Entry into a Material Definitive
Agreement.
Item 3.02. Unregistered Sales of Equity
Securities.
On February 12, 2021, Creative Medical Technology Holdings, Inc.
(the “Company”) completed the sale to BHP Capital NY, Inc. (the
“Purchaser”), of 350 shares of the Company’s newly designated
Series B Preferred Stock pursuant to a Securities Purchase
Agreement (the “Purchase Agreement”) between the Company and the
Purchaser dated as of February 11, 2021, for an aggregate purchase
price of $350,000. In addition, pursuant to the Purchase Agreement,
the Company issued the Purchaser 1,500,000 shares of the Company’s
Common Stock as “Commitment Shares” for entering into the
transaction. The transaction was effected pursuant to Section
4(a)(2) of the Securities Act of 1933, as amended and Rule 506 of
regulation (b) promulgated thereunder.
Each share of Series B Preferred Stock has a Stated Value of
$1,200.00 and is convertible into Common Stock at a conversion
price equal to $0.05. The conversion price of the Series B
Preferred Stock is subject to equitable adjustment in the event of
a stock split, stock dividend or similar event with respect to the
Common Stock, and will be reduced to $0.035 in the event of a
“Triggering Event” a defined in the Certificate of Designation of
the Series B Preferred Stock (the “Certificate of
Designation”).
The Series B Preferred Stock (i) carries a quarterly dividend at
the rate of 10% per annum, payable in cash or additional shares of
Series B Preferred Stock, at the Company’s option, and (ii) may be
redeemed by the Company, at its option, upon the payment of an
amount equal to (a) $1,200 per share of Series B Preferred Stock,
plus all accrued dividends thereon and any unpaid fees or
liquidated damages then due with respect to the Series B Preferred
Stock pursuant to the Certificate of Designation, multiplied by (b)
a premium ranging from 5% if the redemption occurs within 90 days
following the issuance of the Series B Preferred Stock, to 20% if
the redemption occurs between 120 and 180 days following the
issuance of the Series B Preferred Stock.
The information set forth above is qualified in its entirety by
reference to the actual terms of the Certificate of Designation and
the Purchase Agreement, which have been filed as Exhibits 3.1 and
10.1, respectively, to this Current Report on Form 8-K, and which
are incorporated herein by reference.
Item 3.03. Material Modification to Rights of Security
Holders.
Upon a liquidation or dissolution of the Company, holders of the
Series B Preferred Stock will be entitled to be paid, in preference
to the holders of Common Stock, $1,200 per share of Series B
Preferred Stock, plus all accrued dividends thereon and any unpaid
fees or liquidated damages then due with respect to the Series B
Preferred Stock pursuant to the Certificate of Designation.
Item 5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
On February 11, 2021, the Company filed the Certificate of
Designation of the Series B Preferred Stock of the Company with the
Nevada Secretary of State establishing the terms of the Series B
Preferred Stock. The Certificate of Designation has been filed as
Exhibit 3.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
*Previously filed
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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Creative
Medical Technology Holdings, Inc.
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Date: February 22,
2021
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By:
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/s/ Timothy
Warbington
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Timothy Warbington,
Chief Executive Officer
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