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): March 7, 2019
OZOP SURGICAL CORP.
(Exact name of registrant as specified in its charter)
Nevada | 000-55976 | 35-2540672 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
319 Clematis Street Suite 714 West Palm Beach FL 33401
(Address of principal executive offices, including zip code)
(866) 286-1055
(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)) |
☑ | 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). |
☐ | 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. | Entry into a Material Definitive Agreement. |
Securities Purchase Agreement
On March 7, 2019, Ozop Surgical Corp. a Nevada corporation (the “Company”) entered into a securities purchase agreement (the “SPA”) with GS Capital Partners, LLC (the “Investor”), pursuant to which the Company agreed to issue to the Investor a 12% convertible promissory note (the “Note”) in the aggregate principal amount of up to $85,000 with an original issue discount of $3,000 in exchange for a purchase price of $82,000. Additionally $4,100 funds from the purchase price under the Note are to be paid to the Investor’s counsel. The SPA includes customary representations, warranties and covenants by the Company and customary closing conditions.
The foregoing description of the SPA does not purport to be complete and is qualified in its entirety by reference to the full text of the SPA, a copy of which is filed as Exhibits 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Convertible Promissory Note
The Note matures on March 7, 2020. The interest under the Note may be paid in cash or in shares of the Company’s common stock. The Note is convertible into shares of the Company’s common stock, at a conversion price equal to 58% of the average of the two lowest trading prices of the Company’s common stock for the previous 20 trading day period ending on the date the notice of conversion of the Note is received by the Company. The Note carries a pre-payment penalty if the Note is paid off in 60, 120 or 180 days following the issue date. The pre-payment penalty is based on the then outstanding principal at the time of pay off plus accrued and unpaid interest multiplied by 115%, 125%, or 135% respectively. After the expiration of 180 days following the issue date, the Company shall have no right of prepayment. Further in accordance with the terms of the Note, while the Note is outstanding, upon the occurrence of a “sale event” as defined therein, the Investor shall be able to request the Company to redeem the Note in cash for 150% of the principal amount plus accrued but unpaid interest through the date of redemption, or the Holder can elect to convert the unpaid principal amount plus accrued by unpaid interest into shares of the Company’s common stock at the conversion price under the Note. Pursuant to the Note, the Company agreed to pay all costs and expenses, including reasonable attorney’s fees and expenses incurred by the Investor in attempting to collect any amount due under the Note.
The foregoing description of the Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Note, a copy of which is filed as Exhibits 10.2 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information provided above in “Item 1.01 - Entry into a Material Definitive Agreement,” of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 3.02 | Unregistered Sales of Equity Securities. |
The information provided above in “Item 1.01 - Entry into a Material Definitive Agreement,” of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
The issuance of the Note is exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), in reliance upon exemptions from the registration requirements of the Act in transactions not involving a public offering, including, but not limited to the exemption provided pursuant to Rule 506(b) of Regulation D, as promulgated by the Securities and Exchange Commission under the Act for offers and sales of restricted securities in a private, non-public transaction to accredited investors, as defined in Rule 501 of Regulation D.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. | Description | |
10.1 | Securities Purchase Agreement between Ozop Surgical Corp. andGS Capital Partners, LLC dated March 7, 2019.* | |
10.2 | Convertible Promissory Notes issued by Ozop Surgical Corp. to GS Capital Partners, LLC dated March 7, 2019.* |
*Filed herewith.
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.
OZOP SURGICAL CORP. | ||
Date: March 13, 2019 | By: | /s/Barry Hollander |
Barry Hollander | ||
Chief Financial Officer |