Current Report Filing (8-k)
February 04 2020 - 5:21PM
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): February 4, 2020
SIGMA
LABS, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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001-38015
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27-1865814
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(State
or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification No.)
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3900
Paseo del Sol
Santa
Fe, New Mexico 87507
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (505) 438-2576
Former
name or former address, if changed since last report
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 (see General Instruction A.2. below):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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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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[ ]
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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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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, par value $0.001 per share
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SGLB
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The
NASDAQ Stock Market LLC
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Warrants
to Purchase Common Stock, par value $0.001 per share
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SGLBW
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The
NASDAQ Stock Market LLC
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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 (§ 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 [ ]
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.
As
previously reported on a Current Report on Form 8-K filed with the Securities and Exchange Commission on January 27, 2020, Sigma
Labs, Inc. (the “Company”) has entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”)
with certain institutional investors (the “Investors”) pursuant to which the Investors purchased certain securities
from the Company.
Pursuant
to Section 4(k) of the Securities Purchase Agreement, the Company may not, without the prior written consent of Investors holding
a majority of the securities specified in the Securities Purchase Agreement, during the period commencing on the date of the Securities
Purchase Agreement and ending on the date immediately following the 60th calendar day after the securities in such
offering are eligible to be resold pursuant to Rule 144 or an effective registration statement, issue, offer or sell any equity
security other than certain excluded securities specified in the Securities Purchase Agreement (the “Lock-Up Restriction”).
On
February 4, 2020, Investors holding a majority of the securities specified in the Securities Purchase Agreement executed limited
waivers (collectively, the “Limited Waiver”) that permit the Company, from time to time, to issue certain additional
securities as specified in the Limited Waiver notwithstanding the Lock-Up Restriction upon the terms and conditions specified
in the Limited Waiver.
The
preceding summary of the Limited Waiver is not complete and is qualified in its entirety by the form of the Limited Waiver attached
hereto as Exhibit 10.1 and incorporated by reference into this Item 1.01.
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.
Date:
February 4, 2020
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SIGMA
LABS, INC.
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By:
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/s/
John Rice
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Name:
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John
Rice
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Title:
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President
and Chief Executive Officer
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