Current Report Filing (8-k)
March 13 2017 - 3:11PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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 9, 2017
VITALITY
BIOPHARMA, INC.
(Exact
Name of Registrant as Specified in Its Charter)
Nevada
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000-53832
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75-3268988
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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 Number)
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1901
Avenue of the Stars, 2
nd
Floor
Los
Angeles, CA 90067
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(Address
of principal executive offices)
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(530)
231-7800
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(Registrant’s
telephone number, including area code)
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Not
applicable
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(Former
name or former address, if changed since last report)
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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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 240.14d-2(b)
[ ]
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)
SECTION
1 – REGISTRANT’S BUSINESS AND OPERATIONS
Item
1.01. Entry into a Material Definitive Agreement.
On
March 9, 2017, Vitality Biopharma, Inc., a Nevada corporation (the “Company”) entered into a Securities Purchase Agreement
(the “Securities Purchase Agreement”) with certain accredited investors (the “Purchasers”), pursuant to
which the Company issued to the Purchasers an aggregate of 1,500,000 shares of the Company’s common stock, par value $0.001
per share (the “Common Stock”), at a price of US$1.00 per share, for the aggregate purchase price of US$1,500,000.00
(the “Purchase Price”), which closed on March 9, 2017. The Securities Purchase Agreement contains customary representations,
warranties, covenants and conditions for agreements of this type. The Company is not required to file a registration statement covering these securities.
The
foregoing description of the Securities Purchase Agreement does not purport to be complete and is qualified in its
entirety by reference to the Form of the Securities Purchase Agreement, a copy of which is attached as Exhibit 10.1 to this
Current Report on Form 8-K, which is incorporated herein by reference.
SECTION
3 – SECURITIES AND TRADING MARKETS
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 hereby incorporated by reference into this Item 3.02
in its entirety.
Pursuant
to the Securities Purchase Agreement, the Company issued an aggregate of 1,500,000 unregistered shares of Common Stock to the
Purchasers. The sale of Common Stock in accordance with the Securities Purchase Agreement was exempt from the registration requirements
of the Securities Act of 1933, as amended (the “Securities Act’), pursuant to transactions by an issuer not involved
in any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities
Act (“Regulation D”). The Company made this determination based on the representations of the Purchasers that they
are an “accredited investor” within the meaning of Rule 501 of Regulation D and have access to information about the
Company and their investment.
SECTION
9 – FINANCIAL STATEMENTS AND EXHIBITS
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
The
following exhibits are filed herewith:
10.1
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Form of
Securities
Purchase Agreement, by and among the Company and the Purchasers identified therein, dated as of March 9, 2017.
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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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VITALITY
BIOPHARMA, INC..
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Dated:
March 13, 2017
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By:
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/s/
Robert Brooke
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Name:
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Robert
Brooke
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Title:
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Chief
Executive Officer
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EXHIBIT
INDEX
Exhibit
No.
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Description
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10.1
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Form
of Securities Purchase Agreement, by and among the Company and the Purchasers identified therein, dated as of March 9,
2017.
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