Current Report Filing (8-k)
March 25 2022 - 5:10AM
Edgar (US Regulatory)
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2022-03-21
2022-03-21
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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 21, 2022
NEUROPATHIX,
INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
000-55657 |
|
46-2645343 |
(State
or other jurisdiction of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer Identification No.) |
3805
Old Easton Road, Doylestown, PA |
|
18902 |
(Address
of principal executive offices) |
|
(Zip
Code) |
(858)
883-2642
(Registrant’s
telephone number, including area code)
N/A
(Former
name 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
Symbols(s) |
Name
of each exchange on which registered |
N/A |
|
|
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 Entry into a Material Definitive Agreement
On
March 21, 2022, Neuropathix, Inc. (the "Company") issued three (3) convertible notes on identical terms to three private investors
having an aggregate face value of $150,000 (the "Convertible Notes"). The Convertible Notes were issued in exchange for an
aggregate of $150,000 cash received by the Company.
Each
of the Convertible Notes is (i) unsecured; (ii) bears interest at a rate of 3% per annum; (iii) matures on March 21, 2032; and (iv) in
the sole discretion of the holder, is convertible, in whole or in part, into restricted shares of the Company's common stock at a conversion
price equal to the lesser of $0.01 or 70% of the average of the two (2) lowest closing prices of the Company’s common stock in
the ten (10) trading days preceding any particular conversion, provided, the holder is prohibited from converting the convertible note,
or portion thereof, if such conversion would result in beneficial ownership by the holder and its affiliates of more than 4.9% of Company’s
issued and outstanding common stock as of the date of the conversion.
The
foregoing summary of the Convertible Notes does not purport to be complete and is subject to, and qualified in its entirety, by reference
to the form of Convertible Note attached hereto as Exhibits 10.1, which is incorporated herein by reference.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
|
NEUROPATHIX,
INC. |
|
|
Dated:
March 25, 2022 |
By: |
/s/
Dean Petkanas |
|
|
Name:
Dean Petkanas |
|
|
Chief
Executive Officer |
Neuropathix (CE) (USOTC:NPTX)
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