Item 3.02 Unregistered Sales of Equity Securities
This Current Report on Form 8-K of CurAegis Technologies, Inc. (the "Company")
reports that on January 6, 2021, 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 $35,000 (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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CURAEGIS TECHNOLOGIES, INC. 
