Current Report Filing (8-k)
October 16 2019 - 09:56AM
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):
October 15th, 2019
SEEDO CORP.
(Exact name of registrant as specified in
its charter)
Delaware
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333-208814
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47-2847446
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(State of incorporation)
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(Commission File Number)
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(IRS Employer No.)
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1771 Post Rd East #178
Westport, CT 06880
(Address of principal executive offices
and Zip Code)
(203) 307-1179
(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 ☐
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. ☐
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbols
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Name of each exchange on which registered
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Item 1.01. Entry into a Material Definitive Agreement.
On October 15th,
2019, the Company executed a Convertible Debenture, Securities Purchase Agreement and ancillary agreements (collectively, the “Agreements”)
with YAII PN, Ltd. Per the terms of the Agreements with YAII PN, the Company was tendered $1,100,000, which is open with right
of redemption for two years. Additionally, the Company has granted 440,000 Warrants at a strike price of $1.25 with a five-year
term.
This Debenture
is convertible by YAII PN Ltd. at its option at the lower of the fixed or variable price. This Debenture may be redeemed by the
Company for cash, or converted into shares common at a fixed conversion price of $1.25, subject to certain adjustments as provided
within the Agreement, and subject to certain limitations, including that YAII PN cannot convert an amount of said shares that would
result in it owning more than 4.99% of our common stock. Additionally, the Company is obliged to register all such shares
at YAII PN Ltd.’s request.
Pursuant to the
Agreements, we shall use the net proceeds as part of the Company’s obligations towards “Spanky’s Clothing”,
a company affiliated with Snoop Dogg as part of his Brand Ambassadorship. We shall also earmark certain cash to expand our production
facilities, as well as normative corporate working capital purposes. There are no other restrictions on future financing transactions.
The Agreement does not contain any right of first refusal, participation rights, or penalties. YAII PN Ltd. has agreed that neither
it nor any of its affiliates shall engage in any short-selling or hedging of our Common Stock during any time.
The foregoing
is a summary description of certain terms of the Agreements. For a full description of all terms, please refer to the copy of the
Agreements which are filed herewith as Exhibits 10.1 to this Current Report on Form 8-K and incorporated herein by reference. All
readers are encouraged to read the entire text of the listed Agreements.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits
The following Exhibits
are filed as part of this Report.
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: October 16th, 2019
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SEEDO CORP.
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By:
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/S/ Zohar Levy
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Zohar Levy, CEO
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