Current Report Filing (8-k)
May 19 2021 - 6:02AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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): May 12, 2021
THERALINK
TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-52218
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20-2590810
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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15000
W. 6th Ave., #400
Golden,
CO 80401
(Address
of principal executive offices)
(888)
585-4923
(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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[ ]
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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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Securities
registered pursuant to Section 12(b) of the Act: None
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 [X]
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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On
May 12, 2021, Theralink Technologies, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “SPA”)
with an investor (the “Investor”) to purchase a convertible note (the “Note”) and accompanying warrant
(the “Warrant”) for an aggregate investment amount of $1,000,000.00. The SPA contains customary representations, warranties,
and covenants of the Company and Investor as detailed therein.
The
Note has a face value of $1,000,000.00 and bears an interest rate of 8% per annum (which shall increase to 10% per year upon the
occurrence of an “Event of Default” (as defined in the Notes)) and shall mature on May 12, 2026 (the “Maturity
Date”). The Note is convertible at any time into shares of the Company’s common stock at a conversion price equal
to $0.00313 per share for any amount of principal and accrued interest remaining outstanding (subject to adjustment as provided
therein). The Company may prepay the Note at any time in an amount equal to 110% of outstanding principal balance and accrued
interest.
In
connection with the Note, the Investor was issued a Warrant to purchase an amount of common stock equal to 20% of the shares of
common stock issuable upon conversion of the Note at an exercise price of $0.00313 per share (subject to adjustment as provided
therein) until May 12, 2026. The Warrants are exercisable for cash at any time.
In
connection with the Company’s obligations under the Note, the Company entered into a security agreement (the “Security Agreement”)
with Ashton Capital Corporation as agent, pursuant to which the Company granted a lien on certain pieces of laboratory equipment of the
Company (the “Collateral”), for the benefit of the Investor, to secure the Company’s obligations under the Note. Upon
an Event of Default (as defined in the Notes), the Investor may, among other things, collect or take possession of the Collateral,
proceed with the foreclosure of the security interest in the Collateral or sell, lease or dispose of the Collateral.
The
foregoing description of the SPA, the Note, the Warrant and the Security Equipment does not purport to be complete, and is qualified
in its entirety by reference to Exhibits 4.1, 4.2, 10.1 and 10.2 hereto, which are incorporated by reference herein.
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Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
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Information
concerning the Company’s issuance of the Note as set forth in Item 1.01 above is incorporated herein to this Item 2.03 by
this reference.
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Item
3.02
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Unregistered
Sales of Equity Securities
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Information
concerning the Company’s issuance of the Note and the Warrant as set forth in Item 1.01 above is incorporated herein to
this Item 3.02 by this reference.
The
Note, Warrant and the shares issuable upon the conversion of the Note or the exercise of the Warrant are not registered under
the Securities Act of the 1933, as amended (the “Securities Act”), or any state securities laws. The Company has relied
on the exemption from the registration requirements of the Securities Act by virtue of Section 4(a)(2) thereof and/or Rule 506
of Regulation D thereunder. In connection with the Investor’s execution of the SPA, the Investor represented to the Company
that it is an “accredited investor” as defined in Regulation D of the Securities Act and that the securities being
purchased by it are being acquired solely for its own account and for investment purposes and not with a view to the future sale
or distribution.
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits.
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.
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THERALINK TECHNOLOGIES, INC.
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By:
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/s/
Thomas Chilcott
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Name:
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Thomas
Chilcott
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Title:
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Chief
Financial Officer
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Date:
May 19, 2021
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