Item 3.02 Unregistered Sales of Equity Securities
This Current Report on Form 8-K of CurAegis Technologies, Inc. (the "Company")
reports that on November 25, 2020, the Company entered into a securities
purchase agreement with Geneva Roth Remark Holdings, Inc., a New York
corporation and subsidiary of Power Up Lending Group Ltd. ("GRR"), pursuant to
which GRR purchased a convertible promissory note of the Company in the
principal amount of $40,000 (the "Note"). The Note has a one-year term and bears
interest at 8%, with any interest or principal not paid when due earning 22%
interest. The Note is convertible into the Company's common stock at a
conversion price of 65% of the lowest per share closing price during the 20 days
prior to conversion, with a limitation on conversion prohibiting the conversion
of any portion of the Note that would result in beneficial ownership by GRR of
more than 4.99% of the Company's issued and outstanding common stock, other than
shares which may be deemed beneficially owned by GRR through ownership of the
unconverted portion of the Note or any other security of the Company that is
subject to an analogous limitation on conversion or exercise. Under the
securities purchase agreement, for so long as the Note is outstanding, the
Company may not, without GRR's consent, sell any significant portion of its
assets outside the ordinary course of business in a transaction that would
render the Company a shell company under the Securities Act.
The Note is included in a private placement exempt from registration under the
Securities Act and Rule 506 thereunder. GRR is an accredited investor. Neither
the Note nor the shares of common stock to be issued upon conversion of the Note
will be registered under the Securities Act and may not be offered or sold in
the United States absent registration or an applicable exemption from
registration requirements. This report does not constitute an offer for the sale
of any securities. The descriptions of the Note and the securities purchase
agreement pursuant to which the Note was offered are qualified in their entirety
by reference to the securities purchase agreement and the Note, copies of which
are attached as Exhibits 4.1 and 4.2 hereto and incorporated by reference
herein.
Item 9.01 Financial Statements and Exhibits
4.1 Form of Securities Purchase Agreement
4.2 Form of Note
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