Current Report Filing (8-k)
September 27 2018 - 4:49PM
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):
September
20, 2018
Creative
Medical Technology Holdings, Inc.
(Exact name of registrant as specified in
its charter)
Nevada
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000-53500
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88-0622284
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(State or other jurisdiction
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(Commission File Number)
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(I.R.S. Employer
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of incorporation)
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Identification Number)
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2017 W Peoria Avenue, Phoenix, AZ 85029
(Address of principal executive offices)
(602) 680-7439
(Registrant’s telephone number, including
area code)
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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company
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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.
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Item 1.01.
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Entry into a Material Definitive Agreement.
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On September 20, 2018, Creative Medical Technology Holdings,
Inc. (the “Company”) completed the sale of Convertible Notes (“Notes”) and Common Stock Purchase Warrants
(“Warrants”) to three institutional investors (the “Investors”) pursuant to a Securities Purchase Agreement
between the Company and the Investors (the “Purchase Agreement”) dated as of September 13, 2018. The transaction was
effected pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended and Rule 506(b) promulgated thereunder.
Pursuant to the Purchase Agreement, for a purchase price of
$169,676.00, each Investor purchased a Note in the principal amount of $183,250.08 and a Warrant to purchase 1,247,618 shares of
common stock. Each Note matures on September 20, 2019, bears interest at a rate of 8% per annum, and beginning 31 days after the
closing date, is convertible into shares of the Company’s common stock at a conversion price equal to 65% of the Market Price
of the common stock. “Market Price” as defined in the Note means the lowest trading price of the Company’s common
stock during the 20 trading days preceding the applicable conversion date. In addition, the Notes are subject to covenants, events
of defaults and other terms and conditions customary in transactions of this nature.
Each Warrant is exercisable for a five-year period at an initial
exercise price of $0.088 per share, subject to full ratchet anti-dilution adjustment in the event of future issuances (or deemed
issuances) of common stock, subject to certain exceptions.
The information set forth above is qualified in its entirety
by reference to the actual terms of the Purchase Agreement, the Notes and the Warrants, which are attached hereto as Exhibits 10.1,
4.1 and 4.2, respectively, and which are incorporated herein by reference.
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Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
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The information set forth under Item 1.01
is incorporated herein by reference.
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Item 3.02
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Unregistered Sales of Equity Securities.
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The information set forth under Item 1.01 is incorporated herein
by reference.
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Item 9.01.
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Financial Statements and Exhibits.
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Exhibit 4.1
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Form of Promissory Note, dated September 20, 2018, issued under Securities Purchase Agreement dated as of September 13, 2018 between Creative Medical Technology Holdings, Inc. and the investors named therein
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Exhibit 4.2
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Form of Common Stock Purchase Warrant, dated September 20, 2018, issued under Securities Purchase Agreement dated as of September 13, 2018 between Creative Medical Technology Holdings, Inc. and the investors named therein
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Exhibit 10.1
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Securities Purchase Agreement, dated as of September 13, 2018, between Creative Medical Technology Holdings, Inc. and the investors named therein
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SIGNATURES
Pursuant to the requirements of the Securities
and 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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Creative Medical Technology Holdings, Inc.
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Date: September 27, 2018
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By:
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/s/ Timothy Warbington
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Timothy Warbington, Chief Executive Officer
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