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Item 3.02
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Unregistered Sales of Equity Securities.
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RSJ and Wade Capital Bridge Transaction
On September 14, 2018, Dthera Sciences,
a Nevada corporation (the “Company” or “we” or “us”) entered into a Promissory Note Purchase
Agreement (the “Wade Note Purchase Agreement”) with Wade Capital Corporation (“Wade”), pursuant to which
we issued a 10% Original Issue Discount Promissory Note with a face amount of $275,000, with a purchase price of $250,000 (the
“Wade Note”).
On September 17, 2018, we entered into
another Promissory Note Purchase Agreement (the “RSJ Note Purchase Agreement,” and with the Wade Note Purchase Agreement,
the “Bridge Note Purchase Agreements”) with RSJ INVESTMENTS SICAV A.S. (“RSJ,” and collectively with Wade,
the “Purchasers”) pursuant to which we issued a 10% Original Issue Discount Promissory Note (the “RSJ Note,”
and with the Wade Note, the “Bridge Notes”) with a face amount of $550,000, with a purchase price of $500,000, $100,000
of which was paid through the exchange of an existing promissory note, and the other $400,000 of which was paid in cash.
In addition, we issued warrants (the “Bridge
Warrants”) to acquire an aggregate of 1,500,000 shares (the “Warrant Shares”) of our common stock (“Common
Stock”) pursuant to the terms of the Note Purchase Agreement, covering 500,000 shares of Common Stock to Wade and 1,000,000
shares of Common stock to RSJ. As an added inducement to the Purchasers to enter into its respective Bridge Note Purchase Agreement,
we also issued an aggregate of seven hundred-fifty thousand (750,000) shares of our restricted common stock, 250,000 shares to
Wade and 500,000 to RSJ (collectively, the “Commitment Shares,” and collectively with the Bridge Warrants and the Bridge
Notes, the “Bridge Securities”).
Pursuant to the Bridge Note Purchase Agreements,
each of the Purchasers agreed that the face amounts of the Bridge Notes would convert automatically into or be exchanged for securities
to be issued in certain potential future financings, as specified in the Bridge Notes and the Bridge Note Purchase Agreements.
We agreed that until the Bridge Notes are so converted, with limited exceptions, we would not incur any debt that is senior to
or pari passu with the Bridge Notes without the approval of the Purchasers.
The proceeds from the sale of the Bridge
Securities are intended to be used for general corporate proceeds.
The sale of the Bridge Securities is exempt
from the registration requirements of the Securities Act of 1933, as amended (the "Act"), pursuant to Section 4(a)(2)
of the Act (in that the Bridge Notes, the Commitment Shares, the Bridge Warrants, and the Bridge Warrant Shares were sold by us
in a transaction not involving any public offering) and pursuant to Rule 506 of Regulation D promulgated thereunder. The Bridge
Notes, the Commitment Shares, the Bridge Warrants, and the Bridge Warrant Shares are restricted securities that have not been registered
under the Act, and will not be registered under the Act, and may not be offered or sold absent registration or applicable exemption
from the registration requirements.
Bridge Notes
The Bridge Notes accrue no interest, and
each was issued at an original issue discount of 10%, with purchase prices as noted above.
The Bridge Notes are each due and payable
four months after issuance, on January 14 and 17, 2019 (respectively) (the “Maturity Date”). The Bridge Notes are unsecured
and accrue no interest.
Warrants
Pursuant to the terms of the Bridge Note
Purchase Agreements, we also agreed to grant to each of the Purchasers the Bridge Warrants to purchase up to an aggregate of 1,500,000
shares of our Common Stock. The per-share exercise price of the Bridge Warrants is $0.65, subject to certain adjustments. The
Bridge Warrants have a term of five years, and are exercisable at any time beginning after 180 days from the issuance date on
a cash basis.
The description of certain terms and conditions
of the forms of the Wade Note Purchase Agreement, the RSJ Note Purchase Agreement, the form of the Bridge Note, and the Warrants
set forth herein do not purport to be complete and are qualified in their entirety by reference to such documents, which are filed
as Exhibits 99.1, 99.2, 4.1, and 4.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.