Current Report Filing (8-k)
January 18 2019 - 12:43PM
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):
January
14, 2019
SMARTMETRIC, INC.
(Exact Name of Registrant as Specified in Charter)
Nevada
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000-54853
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05-0543557
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(State or other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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3960 Howard Hughes Parkway, Suite 500
Las Vegas, NV 89109
(Address of Principal Executive Offices)
(Zip Code)
702-990-3687
(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:
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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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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
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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.
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Item 1.01
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Entry into a Material Definitive Agreement.
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Geneva Purchase
Agreement
SmartMetric, Inc. (the
“Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with Geneva Roth Remark
Holdings, Inc., (“Geneva”), whereby Geneva purchased from the Company seventy thousand (70,000) shares of Series C
Convertible Preferred Stock of the Company (the “Series C Preferred Stock”) for a purchase price of $63,000.00 (the
“Purchase Price”).
Although the Purchase
Agreement is dated January 9, 2019, the Purchase Price was paid in cash by Geneva to the Company on January 15, 2019 and the transaction
closed on that date. After payment of transaction-related expenses, net proceeds to the Company from the sale and issuance of
the Series C Preferred Stock totaled $50,000.00. The Company intends to use the proceeds from the Preferred Stock for general
working capital purposes.
Pursuant to the terms
of the Purchase Agreement, the Company shall reserve 16,901,408 shares of its authorized and unissued common stock, par value $0.001
per share (the “Common Stock”), free from preemptive rights, to provide for the issuance of Common Stock upon the full
conversion of the Series C Preferred Stock held by Geneva (the “Reserved Amount”).
Geneva may not convert the Series
C Preferred Stock to the extent that such conversion would result in beneficial ownership by Geneva and its affiliates of more
than 4.99% of the issued and outstanding Common Stock of the Company.
The Purchase Agreement
contains certain representations, warranties, covenants and events of default. The Closing occurred following the satisfaction
of customary closing conditions.
The foregoing description
of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement,
a copy of which is filed as Exhibit 10.1 hereto.
Item 3.02
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Unregistered Sales of Equity Securities.
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The disclosure under
Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.02 by reference. The issuance of the securities set
forth herein was made in reliance on the exemption provided by Section 4(a)(2) of the Securities Act for the offer and sale of
securities not involving a public offering. The Company’s reliance upon Section 4(a)(2) of the Securities Act in issuing
the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by
us which did not involve a public offering; (b) there was only one recipient; (c) there were no subsequent or contemporaneous public
offerings of the securities by the Company; (d) the securities were not broken down into smaller denominations; (e) the negotiations
for the issuance of the securities took place directly between the individual entity and the Company; and (f) the recipient of
the securities is an accredited investor.
Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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The disclosures under
Items 1.01 and 3.02 of this Current Report on Form 8-K are incorporated into this Item 5.03 by reference.
On January 14, 2019,
the Company filed a Certificate of Designation with the Secretary of State of the State of Nevada (the “Certificate of Designation”),
which established 1,000,000 shares of the Series C Preferred Stock, par value $0.001 per share, having such designations, rights
and preferences as set forth in the Certificate of Designation, as determined by the Company’s Board of Directors in its
sole discretion, in accordance with the Company’s Certificate of Incorporation and Bylaws. The Certificate of Designation
became effective with the State of Nevada upon filing.
The shares of Series
C Preferred Stock have a stated value of $1.00 per share, are convertible into Common Stock at a price per share equal to 71% of
the average of the lowest two (2) closing prices of the Common Stock during the fifteen (15) Trading Day (as defined in the Certificate
of Designation) period ending on the last complete Trading Day prior to the Conversion Date (as defined in the Certificate of Designation)
(the “Conversion Price”), and earn dividends at the rate of 10% per annum. Upon an Event of Default (as defined in
the Certificate of Designation), the Series C Preferred Stock earn dividends at the rate of 22% per annum.
The shares of Series
C Preferred Stock do not have voting rights, and rank: (a) senior with respect to dividend rights and rights of liquidation with
the Common Stock; (b) junior with respect to dividends and right of liquidation with respect to the Company’s Series B Preferred
Stock; and (c) junior with respect to dividends and right of liquidation to all existing indebtedness of the Company.
The Company may redeem
the Series C Preferred Stock in accordance with the terms of the Certificate of Designation prior to the one hundred eightieth
(180
th
) day following the date of issuance of the Series C Preferred Stock.
The foregoing description
of the Certificate of Designation does not purport to be complete and is qualified in its entirety by reference to the Certificate
of Designation, a copy of which is filed as Exhibit 3.1 hereto.
Item 9.01
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Financial Statements and Exhibits
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SIGNATURE
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.
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SMARTMETRIC, INC.
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Date: January 18, 2019
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By:
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/s/
Chaya Hendrick
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Chaya Hendrick
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Chief Executive Officer
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