Cerebain Biotech Corp (fka CBBT) (CBBT)

[$hellKing]

Section 3 - Securities and Trading Markets



Item 3.02 Unregistered Sales of Equity Securities.



On August 3, 2017, we issued 80,000 shares of our common stock to a non-affiliate investor at $1.25 per share in exchange for $100,000, which was paid to us in two tranches, $50,000 on June 29, 2017 and $50,000 on July 24, 2017. The investor has an existing stock purchase agreement with us that allows him to purchase up to $2,000,000 worth of our common stock at $1.25 per share. In addition to the 80,000 shares of our common stock, we will issue the investor a warrant to acquire 80,000 shares of our common stock at $2.50 per share. Based on the representations of the investor in the stock purchase agreement, the issuance of the shares was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. The investor was accredited and sophisticated, familiar with our operations, and there was no solicitation.




2





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.





Cerebain Biotech Corp.





a Nevada corporation










Dated: August 4, 2017


By:


/s/ Eric Clemons








Eric Clemons





Its:


President






http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=12214585