KBLB Kraig Biocraft Laboratories

Filed: 22 Apr 21, 4:56pm






Washington, D.C. 20549



(Amendment No. 2)




Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): April 22, 2021 (March 26, 2021)



(Exact name of registrant as specified in its charter)


Wyoming 333-146316 83-0458707

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)


2723 South State St. Suite 150

Ann Arbor, Michigan 48104
(Address of principal executive offices, including Zip Code)


(734) 619-8066

(Registrant’s telephone number, including area code)


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))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class Trading Symbol(s) Name of each exchange on which registered
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 [  ]


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. [  ]






Explanatory Note


This Form 8-K/A is being filed as an amendment (the “Amendment”) to the Current Report on Form 8-K filed by KRAIG BIOCRAFT LABORATORIES, INC. with the Securities and Exchange Commission on March 26, 2021 and the first amendment to such filing on April 7, 2021.


When used in this Current Report on Form 8-K, the terms “company”, “Kraig”, “we,” “us,” “our” and similar terminology, reference KRAIG BIOCRAFT LABORATORIES, INC.


Item 1.01Entry into a Material Definitive Agreement.


On March 25, 2021, we entered into a securities purchase agreement with YA II PN, LTD., a Cayman Islands exempt company (“Yorkville”), pursuant to which Yorkville agreed to purchase secured convertible debentures (the “Securities Purchase Agreement”) in the aggregate principal amount of up to USD$4,000,000. Following our entry into the Securities Purchase Agreement, on March 26, 2021, in connection with the initial closing of the Securities Purchase Agreement, we issued the first Convertible Debenture to Yorkville in the principal amount of $500,000.


Following fulfillment of the requirements in the Securities Purchase Agreement, on April 6, 2021, we issued the second Convertible Debenture to Yorkville in the amount of $500,000.


Following fulfillment of the requirements in the Securities Purchase Agreement, on April 22, 2021, we issued the third Convertible Debenture to Yorkville in the amount of $3,000,000.


The foregoing description of the transactions reported herein does not purport to be complete and is qualified in its entirety by reference to the Securities Purchase Agreement and form of Convertible Debentures, which were attached to our initial Form 8-K reporting these transactions on March 26, 2021 and are incorporated herein by reference.


This disclosure does not constitute an offer to sell, or the solicitation of an offer to buy nor shall there be any sales of the Company’s securities in any state in which such offer, solicitation or sale would be unlawful. The securities mentioned herein have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act and applicable state securities laws.


Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant


The disclosures set forth in Item 1.01 of this Current Report are incorporated by reference herein.


Item 9.01Financial Statements and Exhibits.


Exhibit No. Description
4.1 Form of Convertible Debenture (previously filed on March 26, 2021)
10.1 Securities Purchase Agreement Dated March 26, 2021 (previously filed on March 26, 2021)






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: April 22, 2021


 By:/s/ Kim Thompson
  Kim Thompson

Chief Executive Officer,

Chief Financial Officer and Director