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):

  

December 13, 2019 (December 11, 2019)

 

CurAegis Technologies, Inc.

 

 


 

(Exact name of registrant as specified in its charter)

 

New York

000-24455

16-1509512

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

  

  

  

350 Linden Oaks Rochester New York

 

14625

(Address of principal executive offices)

  

(Zip Code)

 

Registrant’s telephone number, including area code:

  

585-254-1100

   

Not Applicable

Former name or former address, if changed since last report

 

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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

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 Exchange Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

None.

N/A

N/A

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On December 11, 2019, CurAegis Technologies, Inc. (the “Company”) entered into an unsecured subordinated promissory note agreement (the “Loan”) with Richard A. Kaplan as lender. Mr. Kaplan is the Company’s Chief Executive Officer and a director of the Company. The Loan provides for borrowing by the Company of $40,000. The maturity date of the Loan is March 10, 2020, and interest accrues on the outstanding balance of the Loan at a rate of 6% per annum. The description of the Loan above is only a summary and is subject to, and qualified in its entirety by reference to, the unsecured subordinated promissory note agreement, a copy of which is attached as Exhibit 10.1 and incorporated by reference in this Current Report on Form 8-K.

 

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 above under “Item 1.01. Entry into a Material Definitive Agreement” is incorporated by reference in Item 2.03 of this Current Report on Form 8-K.

 

Item 9.01 Financial Statements and Exhibits

 

 

(d) Exhibits.

 

 

 

 

 

Exhibit 10.1

Unsecured Subordinated Promissory Note Agreement, dated December 11, 2019

 

 

 

 

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.

 

 

 

CurAegis Technologies, Inc.

 

 

 

 

 

 

 

 

 

December 13, 2019

By:

/s/ Kathleen A. Browne

 

 

 

Kathleen A. Browne

 

 

 

Chief Financial Officer

 

  

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