Amended Current Report Filing (8-k/a)
February 12 2018 - 4:37PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
Amendment
No. 2
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
August 14, 2017
BOSTON THERAPEUTICS, INC.
(Exact name of registrant as specified in
its charter)
Delaware
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000-54586
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27-0801073
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification Number)
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354
Merrimack Street, #4, Lawrence, MA 01843
(Address of principal executive offices)
(zip code)
(603) 935-9799
(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 (see General Instruction
A.2. below):
☐ 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))
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Item 1.01
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Entry Into A Material Definitive Agreement
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Item 3.02
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Unregistered Sales of Equity Securities
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From
August 14, 2017 through February 2, 2018, Boston Therapeutics Inc. (the “Company”) entered into Securities Purchase
Agreements with accredited investors (the “Preferred 2017 Financing”). In connection with the Preferred 2017 Financing,
the Company issued and sold:
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on August 14, 2017, 45,000 shares of Series A Preferred Stock and common stock purchase warrants
to acquire 9,000,000 shares of common stock (the “Warrants”) in consideration of $450,000;
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on October 20, 2017, 10,000 shares of Series A Preferred Stock and Warrants to acquire 2,000,000
shares of common stock in consideration of $100,000; and
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on February 2, 2018, 25,000 shares of Series A Preferred Stock and Warrants to acquire 5,000,000 shares of common
stock in consideration of $250,000.
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The
80,000 shares of Series A Preferred Stock that have been issued to date are convertible, at any time at the option of the holder,
into an aggregate of 8,000,000 shares of the Company’s common stock. The Warrants, which in the aggregate are exercisable
into 16,000,000 shares of common stock, shall be exercisable for a period of five years at an exercise price of $0.15 per share.
The
investors have contractually agreed to restrict their ability to convert their securities and receive shares of the Company’s
common stock such that the number of shares of the Company’s common stock held by it and its affiliates after such conversion
does not exceed 4.99% of the Company’s then issued and outstanding shares of common stock.
The Company claims an
exemption from the registration requirements of the Securities Act of 1933 (the “Securities Act”) for the private placement
of these securities pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities
Act. The investors are accredited investors as defined in Rule 501 of Regulation D promulgated under the Securities Act. World
Technology East II Limited (“World Tech”) invested an aggregate of $200,000 as part of the Preferred 2017 Financing.
World Tech is a Hong Kong company equally controlled by Carl W. Rausch, the Company’s CEO and a director, and Conroy Chi-Heng
Cheng, a director of the Company.
The foregoing information
is a summary of each of the agreements involved in the transactions described above, is not complete, and is qualified in its entirety
by reference to the full text of those agreements, each of which is attached an exhibit to this Current Report on Form 8-K. Readers
should review those agreements for a complete understanding of the terms and conditions associated with this transaction.
Item 9.01 Financial Statements and Exhibits
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(1)
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Incorporated by reference to the Form 8-K Current Report
filed with the Securities and Exchange Commission on August 22, 2017
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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.
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BOSTON THERAPEUTICS, INC.
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Date: February 12, 2018
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By:
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/s/ Carl Rausch
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Name: Carl Rausch
Title: Chief Executive Officer
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