One of the most confusing 8-Ks I've ever seen. Can anyone translate this? What is the bottom line?
Item 3.02. Unregistered Sales of Equity Securities.
On February 12, 2021, Creative Medical Technology Holdings, Inc. (the “Company”) completed the sale to BHP Capital NY, Inc. (the “Purchaser”), of 350,000 shares of the Company’s newly designated Series B Preferred Stock pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) between the Company and the Purchaser dated as of February 11, 2021, for an aggregate purchase price of $350,000. In addition, pursuant to the Purchase Agreement, the Company issued the Purchaser 1,500,000 shares of the Company’s Common Stock as “Commitment Shares” for entering into the transaction. The transaction was effected pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended and Rule 506 of regulation (b) promulgated thereunder.
Each share of Series B Preferred Stock has a Stated Value of $1,200.00 and is convertible into Common Stock at a conversion price equal to $0.05. The conversion price of the Series B Preferred Stock is subject to equitable adjustment in the event of a stock split, stock dividend or similar event with respect to the Common Stock, and will be reduced to $0.035 in the event of a “Triggering Event” a defined in the Certificate of Designation of the Series B Preferred Stock (the “Certificate of Designation”). The Series B Preferred Stock (i) carries a quarterly dividend at the rate of 10% per annum, payable in cash or additional shares of Series B Preferred Stock, at the Company’s option, and (ii) may be redeemed by the Company, at its option, upon the payment of an amount equal to (a) $1,200 per share of Series B Preferred Stock, plus all accrued dividends thereon and any unpaid fees or liquidated damages then due with respect to the Series B Preferred Stock pursuant to the Certificate of Designation, multiplied by (b) a premium ranging from 5% if the redemption occurs within 90 days following the issuance of the Series B Preferred Stock, to 20% if the redemption occurs between 120 and 180 days following the issuance of the Series B Preferred Stock.
The information set forth above is qualified in its entirety by reference to the actual terms of the Certificate of Designation and the Purchase Agreement, which have been filed as Exhibits 3.1 and 10.1, respectively, to this Current Report on Form 8-K, and which are incorporated herein by reference
