Current Report Filing (8-k)
August 14 2020 - 4:30PM
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):
August 7th, 2020
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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c/o David E. Price, Esq.
#3 Bethesda Metro Center – Suite 700
Bethesda, MD 20814
(Address of principal executive offices
and Zip Code)
(800) 608-6432
(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 Symbol(s)
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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
August 7th and 11th, 2020, the Company executed Securities Purchase Agreement of convertible debentures (“Convertible
Debentures”), and ancillary agreements with YAII PN, Ltd., and Mr. Shmuel Yannay (collectively, the “Investors”)
in the aggregate amount of $300,000 (the “Agreements”). Per the terms of the Agreements, the Convertible Debentures
have a maturity date of August 7, 2022 (“Maturity Date”) and accrue annual interest at a rate of 10%.
The
Convertible Debentures are convertible by the Investors into common stock of the Company, at their discretion, at the lower of
a fixed price of $0.102 (the “Fixed Conversion Price”) or 80% of the lowest volume weighted average price (“VWAP”)
of the Company’s common stock during the 10 trading days immediately preceding the conversion date (the “Market Conversion
Price”).
Prior
to the Maturity Date of the Convertible Debentures, provided that the VWAP of the Company’s common stock is below the Fixed
Conversion Price and there is no Equity Conditions Failures as defined in the Agreements, the Company at its option, has the right
to redeem in cash in part or in whole, the amounts outstanding under the Convertible Debentures plus a redemption premium equal
to 10% of the amount being redeemed plus outstanding and accrued interest.
Pursuant
to the Agreements we also issued to the Investors warrants to purchase 750,000 shares of the Company’s common stock at an
exercise price of $0.20 for a period of 5 years.
Pursuant
to the Agreements, we shall use the net proceeds for immediate cash infusion for ordinary working capital purposes. 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 et seq. 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: August 14th, 2020
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SEEDO CORP.
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S/
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By:
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David Grossman, CEO
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