Current Report Filing (8-k)
October 16 2019 - 4:03PM
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):
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October
11, 2019
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Creative
Medical Technology Holdings, Inc.
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(Exact name of registrant as specified in
its charter)
Nevada
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000-53500
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88-0622284
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(State or other jurisdiction
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(Commission File Number)
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(I.R.S. Employer
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of incorporation)
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Identification Number)
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2008 W Lupine Ave, Phoenix, AZ 85029
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(Address of principal executive offices)
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(602) 680-7439
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(Registrant’s telephone number, including area code)
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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. ¨
Item 1.01. Entry into a
Material Definitive Agreement.
On October 11, 2019, Creative Medical Technology Holdings, Inc.
(the “Company”) completed the sale of 8% Original Issue Discount Senior Convertible Notes (“Notes”) to
three institutional investors (the “Investors”) pursuant to a Securities Purchase Agreement between the Company and
the Investors (the “Purchase Agreement”). The transaction was effected pursuant to Section 4(a)(2) of the Securities
Act of 1933, as amended and Rule 506(b) promulgated thereunder.
Pursuant to the Purchase Agreement, for an aggregate purchase
price of $275,000.00, the Investors purchased Notes in the aggregate principal amount of $297,000.00. Each Note matures on October
11, 2020, bears interest at a rate of 8% per annum, and is convertible into shares of the Company’s common stock at a conversion
price equal to 60% of the lowest traded price of the Company’s common stock during the 15 trading days preceding the applicable
conversion date.
The Purchase Agreement requires the Company to file a preliminary
information statement with the Securities and Exchange Commission within 30 days following the closing to effect a reverse split
of the Company’s Common Stock at a ratio of between one-for-25 and one-for-75 (the “Reverse Split”), and to cause
the Reverse Split to become effective no later than December 30, 2019. In addition, the Notes are subject to covenants, events
of defaults and other terms and conditions customary in transactions of this nature.
The information set forth above is qualified in its entirety
by reference to the actual terms of the Purchase Agreement and the Notes, which are attached hereto as Exhibits 10.1 and 4.1, respectively,
and which are incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01
is incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity
Securities.
The information set forth under Item 1.01 is incorporated herein
by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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: October 14, 2019
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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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