Current Report Filing (8-k)
April 17 2018 - 4:52PM
Edgar (US Regulatory)
UNITED STATES
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): April 11,
2018
Creative Medical Technology Holdings,
Inc.
(Exact name of registrant as specified in
its charter)
Nevada
|
|
000-53500
|
|
87-0622284
|
(State or other jurisdiction of
incorporation)
|
|
(Commission File Number)
|
|
(I.R.S. Employer
Identification No.)
|
2017 W Peoria Avenue, Phoenix, AZ 85029
|
(Address of principal executive offices)
|
Registrant’s telephone number, including
area code:
(602) 680-7439
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))
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
x
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
|
Effective April 11, 2018, Creative Medical
Technology Holdings, Inc. (the “
Company
”) amended promissory notes issued by it and by its operating subsidiary,
Creative Medical Technology, Inc., to Creative Medical Health, Inc. (“
CMH
”), the parent of the Company, to permit
the conversion of the notes into restricted shares of common stock of the Company. The 8% promissory notes were originally issued
February 2, 2016, in the principal amount of $50,000, on May 1, 2016, in the principal amount of $50,000, and on May 18, 2016,
in the principal amount of $25,000. The conversion formula on the principal and accrued interest on the amended notes is 120% of
the 30-day volume weighted average price (VWAP) for the Company’s common stock traded March 1, 2018 through March 30, 2018.
Immediately upon amendment of the notes, CMH converted the total outstanding principal and interest of the notes, which was $136,003.
The VWAP for the 30-day period ended March 30, 2018, was $0.0138 and the number of shares issued to CMH for the conversion was
9,855,290 restricted common shares.
|
Item 3.02
|
Unregistered Sales of Equity Securities
|
In connection with the conversion of the
notes disclosed under Item 1.01 above, the Company issued 9,855,290 shares of common stock to CMH without registration. The issuance
of these securities was made pursuant to Rule 506(b) of Regulation D promulgated by the SEC under the Securities Act as a transaction
not involving any public offering. No selling commissions or other remuneration were paid in connection with the issuance of these
shares.
On April 12, 2018, the Company issued a
press release announcing the amendment to the CMH notes and the conversion of the notes into common stock of the Company.
The press release, furnished as Exhibit
99.4 to this Form 8-K, may contain forward-looking statements. Such forward-looking statements are based on information presently
available to the Company’s management and are current only as of the date made. Actual results could also differ materially
from those anticipated as a result of a number of factors, including, but not limited to, those discussed in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2017, and subsequent reports filed by the Company with the Securities
and Exchange Commission (the “
Commission
”). For those reasons, undue reliance should not be placed on any forward-looking
statement. The Company assumes no duty or obligation to update or revise any forward-looking statement, although it may do so from
time to time as management believes is warranted or as may be required by applicable securities law. Any such updates or revisions
may be made by the registrant by filing reports with the Commission, through the issuance of press releases or by other methods
of public disclosure.
|
Item 9.01
|
Financial Statements and Exhibits
|
(d) Exhibits.
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.
|
Creative Medical Technology Holdings, Inc.
|
|
|
|
|
Date: April 16, 2018
|
By:
|
/s/ Donald Dickerson
|
|
|
Donald Dickerson, Chief Financial Officer
|