Item 8.01 Other Events.
As of August 28, 2017, Dthera Sciences (the “Company”)
had 42,229,585 shares of its common stock issued and outstanding.
As previously reported by the Company in
a Current Report filed with the Commission on July 25, 2017, and in the Company’s Quarterly Report on Form 10-Q, on July
19, 2017, the Company commenced two parallel private offerings of its securities. The aggregate amount sought to be raised in the
two offerings is up to $975,000. This Current Report is filed to provide an update on the amounts sold in the two offerings.
Investor Offering
The first private offering is offered to
third-party investors (the “Investor Offering”), in which the Company is selling units (the “Units”) which
consist of four shares of the Company’s common stock and warrants to purchase one additional share of common stock. The per
unit price is $0.12, and the exercise price for the warrants is $0.45.
The foregoing summary of the terms and
conditions of the Investor Offering does not purport to be complete, and is qualified in its entirety by reference to the full
text of the form of Investment Unit Purchase Agreement and the form of warrant, both of which were filed as exhibits to the Company’s
Quarterly Report on Form 10-Q for the period ended June 30, 2017.
As of August 28, 2017, the
Company had sold an aggregate of 24,863,832 shares of its common stock in the Investor Offering and issued warrants to
purchase an additional 6,678,432 shares of its common stock. The Company will provide additional disclosures regarding final
share and dollar amount totals upon the closing of the Investor Offering.
Employee/Consultant Offering
The second private offering is being offered
to employees and consultants of the Company (the “Employee Offering”), in which the Company is selling shares of its
common stock at a purchase price of $0.03 per share. The shares sold in the Employee Offering include restrictions on their resale,
and the Company reserves the right to repurchase the shares (the “Repurchase Right”) on terms as agreed between the
Company and the employee or consultant. Per the Employee and Consultant Share Purchase Agreement, the Company’s Repurchase
Rights will terminate (subject to certain conditions) following a term of not less than 5 months or more than 36 months from the
purchase date.
The foregoing summary of the terms and
conditions of the Employee Offering does not purport to be complete, and is qualified in its entirety by reference to the full
text of the Employee and Consultant Share Purchase Agreement which was filed as an exhibit to the Company’s Quarterly Report
on Form 10-Q for the period ended June 30, 2017.
As of August 28, 2017, the Company had
sold an aggregate of 2,934,667 shares of its common stock in the Employee Offering. The Company will provide additional disclosures
regarding final share and dollar amount totals upon the closing of the Employee Offering.
The securities offered and sold and to
be sold by the Company in the Investor Offering and the Employee Offering were not and will not be registered under the Securities
Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
The Investor Offering and the Employee
Offering were and are being made in reliance on the private offering exemption of Section 4(a)(2) of the Securities Act and/or
the private offering safe harbor provisions of Rule 506 of Regulation D based on the following factors: (i) the number of offerees
or purchasers, as applicable, (ii) the absence of general solicitation, (iii) investment representations obtained from the security
holders in each of the transactions, (iv) the provision of appropriate disclosure, and (v) the placement of restrictive legends
on the certificates reflecting the securities.
The aggregate amount raised by the Company
in the Investor Offering and the Employee Offering as of August 28, 2017, was $834,052.