Current Report Filing (8-k)
September 17 2019 - 8:06AM
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) September 12, 2019
INNERSCOPE HEARING TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified
in Charter)
Nevada
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(State or Other Jurisdiction of Incorporation)
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000-55754
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46-3096516
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(Commission File Number)
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(IRS Employer Identification No.)
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2151 Professional Drive, 2nd
Floor
Roseville, CA
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95661
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(Address of principal executive offices)
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(Zip code)
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(916) 218-4100
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(Registrant’s telephone number, including area code)
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Not applicable
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(Former name or former address, if changed since last report)
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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 (§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. ☐
Item 1.01
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Entry into Material Definitive Agreement.
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On
September 12, 2019, InnerScope Hearing Technologies, Inc. (the “Company”) entered into an Equity Purchase
Agreement (the “Equity Agreement”)
with Oscaleta Partners LLC, a Connecticut limited partnership (the “Investor”), with the Investor committing to purchase
up to $10,000,000 of the Company’s common stock, following an effective registration of the shares and subject to restrictions
regarding the total percentage stock ownership held by the Investor. The purchase price for each tranche of shares to be sold to
the Investor will be 85% of the lowest closing price of the common stock (the “Market Price”) for any trading day during
the five (5) trading days immediately following the date in which an estimated number of put shares (calculated pursuant to the
terms the Equity Agreement) have been deposited into the Investor’s brokerage account and cleared to trade (the “Valuation
Period”); provided, however, that if a Valuation Event (as defined in the Equity Agreement, and including dilutive events
like paying a dividend in shares of common stock, issuing Company securities convertible into common stock, and issuing shares
of common stock at a price per share less than purchase price being paid by the Investor) occurs during any Valuation Period, a
new Valuation Period shall begin on the trading day immediately after the occurrence of such Valuation Event and end on the fifth
(5th) t rading
day thereafter.
The obligation of the Investor to purchase
shares pursuant to the Equity Agreement is subject to several conditions, including (i) that the Company has filed a registration
statement (the “Registration Statement”) with the United States Securities and Exchange Commission (the “SEC”)
registering the shares to be sold to the Investor, with the Registration Statement being declared effective prior to sale of any
shares to the Investor; and (ii) that the purchase of shares by the Investor pursuant to the Equity Agreement shall not cause the
Investor to own more than 9.99% of the outstanding shares of the Company’s common stock.
In connection with the Equity Agreement,
on September 12, 2019, the Company also entered into a Registration Rights Agreement with the Investor (the “Registration
Rights Agreement”), requiring the Company to, within one hundred twenty (120) days after the date of the Registration Rights
Agreement, file a Registration Statement with respect to not less than the maximum number of shares of common stock that would
be allowed under Rule 415 promulgated under the Securities Act of 1933, and thereafter use all commercially reasonable efforts
to cause such Registration Statement relating to the Registered Securities to become effective within five (5) business days after
notice from the SEC that such Registration Statement may be declared effective, and keep the Registration Statement effective at
all times prior to the termination of the Equity Agreement until the earliest of (i) the date that is three months after the completion
of the last closing date under the Equity Agreement, (ii) the date when the Investor may sell all registered shares under Rule
144 without volume limitations, or (iii) the date the Investor no longer owns any of the registered shares (collectively, the "Registration
Period"), which Registration Statement (including any amendments or supplements, thereto and prospectuses contained therein)
shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Additionally, on September 12, 2019,
the Company issued to the Investor a promissory note in the amount of $25,000 (“the Note”) which matures on March 31,
2020, and bears interest at the rate of 10% per annum.
The foregoing descriptions of the Equity
Agreement, Registration Rights Agreement and the Note are qualified in their entirety by the full text of such agreements, which
are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to, and incorporated by reference in, this report.
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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The information
regarding the Note in Item 1.01 above are incorporated by reference into this Item 2.03.
On
September 17, 2019, the Company issued a press release announcing the Equity Purchase Agreement, Registration
Rights Agreement and the Promissory Note. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
by reference.
Item 9.01
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Financial Statements and
Exhibits.
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The exhibits listed in the following
Exhibit Index are filed as part of this Current Report on Form 8-K.
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10.1
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Equity Purchase Agreement by and between InnerScope Hearing Technologies, Inc. and Oscaleta Partners
LLC, dated September 12, 2019
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10.2
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Registration Rights Agreement by and between InnerScope Hearing Technologies, Inc. and Oscaleta
Partners, LLC, dated September 12, 2019
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10.3
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Promissory Note Due March 31, 2020, issued to Oscaleta Partners LLC, dated September 12, 2019
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99.1
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Press release dated September 17, 2019.
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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: September 17, 2019
INNERSCOPE HEARING TECHNOLOGIES, INC.
By: /s/ Matthew Moore
Matthew Moore
Chief Executive Officer
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