Item 1.01 Entry into a Material Definitive Agreement
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item 3.02
Unregistered Sales of Equity Securities
This Current Report on Form 8-K of CurAegis Technologies, Inc. (the "Company”) reports the January 7, 2020 investment made by E. Philip Saunders, a director of the Company, and B. Thomas Golisano, a current shareholder of the Company.
On January 7, 2020, E. Philip Saunders purchased $100,000 principal amount of the Company’s 6% 2019 Senior Convertible Promissory Notes and the corresponding shares of common stock. Also, on January 7, 2020, B. Thomas Golisano purchased $125,000 principal amount of the Company’s 6% 2019 Senior Convertible Promissory Notes and the corresponding shares of common stock.
The Company is currently offering up to $2.5 million aggregate principal amount of 6% 2019 Senior Convertible Promissory Notes and 750,000 shares of common stock (the “2019 Convertible Notes and Shares”) in a private placement. During the period from May 28, 2019 to January 7, 2020, the Company issued $875,000 aggregate principal amount of 6% 2019 Senior Convertible Promissory Notes and 262,500 shares of common stock in connection with the 2019 Convertible Notes and Shares.
The 2019 Convertible Notes and Shares are included in a private placement exempt from registration under the Securities Act and Rule 506 thereunder. Each purchaser is an accredited investor. Such securities will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This report does not constitute an offer for the sale of any securities. The descriptions of the 2019 Convertible Notes and Shares, and the securities purchase agreement pursuant to which the 2019 Convertible Notes and Shares are offered, are qualified in their entirety by reference to the securities purchase agreement and the 6% Senior Convertible Promissory Notes, copies of which are attached as Exhibits 4.1 and 4.2 hereto and incorporated by reference herein.
Item 9.01
Financial Statements and Exhibits
4.1
Form of Securities Purchase Agreement (incorporated by reference to Exhibit 4.1 to CurAegis Technologies, Inc. Current Report on Form 8-K filed with the SEC on June 3, 2019).
4.2
Form of 6% 2019 Senior Convertible Promissory Note (incorporated by reference to Exhibit 4.2 to CurAegis Technologies, Inc. Current Report on Form 8-K filed with the SEC on June 3, 2019).
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.
CurAegis Technologies, Inc.
January 13, 2020
By:
/s/ Kathleen A. Browne
Kathleen A. Browne
Chief Financial Officer
