Current Report Filing (8-k)
April 15 2021 - 7:41AM
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): April 9, 2021
SMARTMETRIC,
INC.
(Exact Name of Registrant as Specified in Charter)
Nevada
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000-54853
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05-0543557
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification No.)
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3960
Howard Hughes Parkway, Suite 500
Las
Vegas, NV 89109
(Address
of Principal Executive Offices) (Zip Code)
702-990-3687
(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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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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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:
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. ☐
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Item
1.01
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Entry
into a Material Definitive Agreement.
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On
April 9, 2021, SmartMetric, Inc. (the “Company”) entered into a Series C Preferred Stock Purchase Agreement
dated as of April 7, 2021 (the “Purchase Agreement”) with Geneva Roth Remark Holdings, Inc. (“Geneva”),
whereby Geneva purchased from the Company and the Company sold and issued seventy-two thousand fifty (72,050) shares of Series
C Preferred Stock of the Company (the “Series C Preferred Stock”) for an aggregate purchase price of $65,500.00
(the “Purchase Price”).
After
payment of transaction-related expenses, net proceeds to the Company from the sale and issuance of the Series C Preferred Stock
totaled $62,000. The Company is obligated to use the proceeds from the Purchase Agreement for general working capital purposes.
The
shares of Series C Preferred Stock have such designations, rights, and preferences as set forth in the certificate of designation
filed with the Secretary of State of the State of Nevada on January 14, 2019 (the “Certificate of Designation”),
as previously disclosed by the Company in the Current Report on Form 8-K filed by the Company with the Securities and Exchange
Commission on January 18, 2019. The shares of Series C Preferred Stock have a stated value of $1.00 per share, are convertible
into Common Stock at a price per share equal to 71% of the average of the lowest two (2) closing prices of the Common Stock during
the fifteen (15) Trading Day (as defined in the Certificate of Designation) period ending on the last complete Trading Day prior
to the Conversion Date (as defined in the Certificate of Designation). Geneva may not convert the shares of Series C Preferred
Stock to the extent that such conversion would result in beneficial ownership by Geneva and its affiliates of more than 4.99%
of the issued and outstanding Common Stock of the Company.
Pursuant
to the terms of the Purchase Agreement, the Company shall reserve 26,301,219 shares of its authorized and unissued common stock,
par value $0.001 per share (the “Common Stock”), free from preemptive rights, to provide for the issuance of
Common Stock upon the full conversion of the Series C Preferred Stock held by Geneva.
The
Purchase Agreement contains certain customary representations, warranties, covenants, and events of default. The closing occurred
following the satisfaction of customary closing conditions.
The
foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference
to the Purchase Agreement, a copy of which is filed as Exhibit 10.1 hereto.
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Item
3.02
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Unregistered
Sales of Equity Securities.
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The
disclosure under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.02 by reference. The issuance of
the securities set forth herein was made in reliance on the exemption provided by Section 4(a)(2) of the Securities Act for the
offer and sale of securities not involving a public offering. The Company’s reliance upon Section 4(a)(2) of the Securities
Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private
transaction by us which did not involve a public offering; (b) there was only one recipient; (c) there were no subsequent or contemporaneous
public offerings of the securities by the Company; (d) the securities were not broken down into smaller denominations; (e) the
negotiations for the issuance of the securities took place directly between the individual entity and the Company; and (f) the
recipient of the securities is an accredited investor.
Item
9.01
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Financial
Statements and Exhibits.
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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.
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SMARTMETRIC,
INC.
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Date:
April 14, 2021
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By:
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/s/ Chaya
Hendrick
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Chaya
Hendrick, President,
Chief
Executive Officer, and Chairman
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