Current Report Filing (8-k)
September 21 2017 - 7:01AM
Edgar (US Regulatory)
☒
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
21, 2017
DTHERA
SCIENCES
(Exact Name of Registrant as Specified in
Charter)
Nevada
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333-191175
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90-0925768
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(State or Other Jurisdiction of Incorporation)
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Commission File Number
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(IRS Employer Identification No.)
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7310 Miramar Rd Suite 350., San Diego, CA
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92126
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
(858)
215-6360
(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
[_] Soliciting material pursuant to Rule
14a-12 under the Exchange Act
[_] Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act
[_] Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act
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 3.02
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Unregistered Sales of Equity Securities.
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Item 8.01
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8.01 Other Events.
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Common Stock to Trade on OTCQB
On September 21, 2017, Dthera Sciences (the “Company”)
announced that its shares of common stock have been approved for trading on the OTCQB® Venture Market. Management of the Company
believes that OTCQB membership will provide enhanced investor benefits including higher reporting standards, the potential for
increased analyst coverage, and access to news services, as well as more comprehensive compliance requirements.
Completion of Capitalization Restructuring
Additionally, the Company announced that it had closed two previously
reported private placement offerings, and completed a restructuring of the Company’s capitalization through the two offerings.
As previously reported by the
Company in Current Reports filed with the Commission on July 25, 2017, and August 31, 2017, and in the Company’s
Quarterly Report on Form 10-Q on July 19, 2017, the Company commenced two parallel private offerings of its securities, the
Investor Offering and the Employee Offering. The aggregate amount sought to be raised in the two offerings was up to $975,000.
Following the closing of the Investor Offering
and the Employee Offering, the Company had an aggregate of 45,847,919 shares of its common stock issued and outstanding.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit No.
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Description
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99.1
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Press Release
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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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Dthera Sciences
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Date: September 21, 2017
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By: /s/ Edward Cox
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Name: Edward Cox
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Title: Chief Executive Officer
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