UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
Date
of Report (Date of earliest event reported): July 25,
2019
Simlatus Corp.
(Exact
name of Company as specified in its charter)
|
Nevada |
000-53276 |
20-2675800 |
|
(State
or other jurisdiction |
(Commission
File Number) |
(IRS
Employer |
|
of
Incorporation) |
|
Identification
Number) |
|
175
Joerschke Dr., Suite A
Grass Valley, CA 95945
|
|
(Address
of principal executive offices) |
|
|
|
Phone: (530) 205-3437
|
|
(Company’s
Telephone Number) |
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Company under
any of the following provisions:
|
o |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425) |
|
o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
|
o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
|
o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
ITEM
8.01 Other Information
Simlatus
Corp. (“the Company”) is filing this Form 8-K/A pursuant to the
Form 8-K filed on 7/24/2019 to correct an error in the disclosure
of the prepayment of $466,891 and not $466,891,233.
Increase
in Authorized Shares Relative To Note-Holder
Compliance:
The
company filed a Pre-14(c) statement pursuant with an amendment to
its Articles of Incorporation to increase the number of authorized
shares from 975,000,000 to 1,500,000,000 with the Secretary of
State for Nevada.
The
purpose for the increase in the number of authorized shares is
pursuant with the note-holder requirements for the required
reserves specified under each of the notes on the company’s
derivative table. Fluctuation in stock price enforces issuer
compliance for note-holders to restructure share
reserves.
As of
July 22, 2019, the current Issued/outstanding common shares are
238,061,018 ; whereas
of this amount, the number of restricted shares is 103,021,354 and the number of
unrestricted shares is 135,039,664 . The total amount of
the notes with reserves are in value of approximately $1,131,683.
Of this amount, and as an anti-dilution measure, the company will
prepay $466,891 as the notes come due. Since May 31, 2019 the total
amount of shares converted have been 86,874,321 in order to retire
notes. The company will allocate 50% of its revenue in prepaying
notes. The company will reduce the authorized shares pursuant
reduction in reserves and dilution, respectively.
On
May 31, 2019 the company disclosed;
Retirement
and Settlement of Convertible Debt
The
company has settled and retired various notes in order to prevent
dilution and converting of certain common shares as
follows:
On March 14, 2019 ,
the company entered into a
Settlement Agreement with Auctus Fund, LLC. Both Parties agreed to
settle the outstanding debt pursuant under the terms of a
Securities Purchase Agreement, in its entirety. The Agreement was
entered into on March 14, 2019, by and among Simlatus Corp. and
Auctus Fund, LLC with respect to the Securities Purchase Agreement
entered into two convertible notes between the Debtor and the
Creditor on or about December 16, 2016 and August 9, 2017, pursuant
to which the Debtor issued a Convertible Note each in the original
principal amount of $46,750, respectively to the Creditor on that
same date. The following conditions were agreed upon both parties
to satisfy the Note in full: (i) Debtor shall pay $50,000 via wire
transfer to the Creditor on March 15, 2019, (ii) Debtor shall pay
$50,000 via wire transfer to the Creditor within 60 calendar days
after the date of this Agreement, and (iii) Debtor shall pay
$75,000 via wire transfer to the Creditor within 120 calendar days
after the date of this Agreement. The company currently owes a
final payment on or before July 14, 2019 of
$75,000.
On April 3, 2019, the Company entered into a Settlement Agreement
with EMA Financial, LLC. This Settlement Agreement was entered into
on or about April 3, 2019, by and among Simlatus Corp. and EMA
Financial, LLC with respect to the Securities Purchase Agreement
entered into between the Company and the Investor on or about
November 9, 2016 pursuant to which the Company issued a 10%
Convertible Note in the original principal amount of $35,000 (the
“Note”) to the Investor on that same date. Subject to and upon the
terms and conditions set forth in this Agreement the Investor
agreed to surrender the Note to the Company and release the Company
from any of its obligations there-under in exchange for Company’s
strict compliance with the following terms: (a) a cash payment by
the Company to the Investor of $50,000 to be paid to the Investor
on or before April 4, 2019; and (b) Company’s cash payment to
Investor of $75,000 to be paid to the Investor on or before,
but in
no event later than end of
day July 23, 2019. The company currently owes a final payment of
$75,000 on or before July 23, 2019.
On
April 10, 2019, the Board of Directors repurchased and returned to
treasury 25,140 Preferred Series A Shares in the name of Optempus
Investments, LLC. The company authorized and paid the payment of
$45,000 to Optempus Investments, LLC for the repurchase of 25,140
Preferred Series A at $1.79 per share. This transaction is pursuant
with the Asset Purchase Agreement of Proscere Bioscience and the IP
of the Cold-Water CBD/HEMP Extraction Systems. The Series A Stock
is convertible to common stock at market price the day of
conversion.
Pursuant
the FORBEARANCE AGREEMENT dated as of March 19, 2019 between Emunah
Funding LLC and Simlatus Corporation; whereas the Company issued to
Holder a convertible note dated May 15, 2018 in the original
principal amount of $37,778 pursuant to a Securities Purchase
Agreement dated May 15, 2018; the Company entered into a
transaction for the Holder to forbear from converting the Note; and
the Holder agreed to forebear from taking certain action as set
forth in this Agreement. The Company and the Holder agreed to pay
$25,000 to the Holder no later than March 19, 2019, the Holder
agrees to waive the prohibition set forth in Section 4.18 of SPA
for the one transaction disclosed to the Holder and to forebear
from converting the Note until April 19, 2019; and in the event the
Company pays to the Holder an additional $25,000 on or before April
19, 2019, the Note shall be deemed satisfied in full and of no
further force and effect. The Company satisfied the conditions
above, and the Holder has accepted full payment without prejudice.
This note has been fully satisfied.
On
June 20, 2019 the Company disclosed;
Retirement
and Settlement of Convertible Debt
The
company has settled and retired various notes in order to prevent
dilution and converting of certain common shares as
follows:
On
June 3, 2019, the Board of Directors repurchased and returned to
treasury 18,159 Preferred Series A Shares in the name of Optempus
Investments, LLC. The company authorized and paid the payment of
$32,500 to Optempus Investments, LLC for the repurchase of 18,159
Preferred Series A at $1.79 per share. This transaction is pursuant
with the Asset Purchase Agreement of Proscere Bioscience and the IP
of the Cold-Water CBD/HEMP Extraction Systems. The Series A Stock
is convertible to common stock at market price the day of
conversion.
On
June 13, 2019 , the company entered into a Securities
Exchange Agreement with Emunah Funding, LLC. Both Parties agreed to
exchange the Warrants pursuant under the terms of a Securities
Exchange Agreement, in its entirety. The Agreement was entered into
on June 13, 2019, by and among Simlatus Corp. and Fourth Man Fund,
LLC with respect to the Securities Exchange Agreement entered into
warrants dated July 3. 2018, July 17, 2018, October 3, 2018, August
22, 2018 representing 89,540,000 shares of common stock were
exchanged for 10,167 shares of Preferred Series C stock. Preferred
Series C stock has a value of $10.00 per share.
On
June 13, 2019 , the company entered into a Securities
Exchange Agreement with Fourth Man Fund, LLC. Both Parties agreed
to exchange the Warrants pursuant under the terms of a Securities
Exchange Agreement, in its entirety. The Agreement was entered into
on June 13, 2019, by and among Simlatus Corp. and Emunah Funding,
LLC with respect to the Securities Exchange Agreement entered into
warrants dated October 20, 2017, November 6, 2017, November 30,
2017, January 11, 2018, May 15, 2018, October 31, 2018 representing
129,952,129 shares of common stock were exchanged for 35,583 shares
of Preferred Series C stock. Preferred Series C stock has a value
of $10.00 per share.
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:
July 25, 2019
Simlatus
Corporation
|
By: /s/ Richard Hylen |
| Richard Hylen, Chairman and
CEO |
Simlatus (PK) (USOTC:SIML)
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