Item 1.01. Entry into a Material Definitive Agreement.
On
The Note carries an interest rate of 1% per annum. All interest calculations hereunder shall be computed on the basis of a 360-day year comprised of twelve (12) thirty (30) day months, shall compound daily and shall be payable in accordance with the terms of this Note. The Note may be prepaid. The Note is unsecured.
The Note has a mandatory conversion feature. In the event that the Company
issues and sells shares of its
The Note contains a voluntary conversion mechanism whereby the Lender may
convert, at any time after
There are no registration rights with respect to any of the Company's securities issuable upon conversion of any portion of the Outstanding Balance.
The Company entered into the Loan transaction in order to obtain additional funds to defray ongoing litigation expenses.
The foregoing provides only brief descriptions of the material terms of the Note, and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such descriptions are qualified in their entirety by reference to the full text of the Note filed as an exhibit to this Current Report on Form 8-K, and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant.
The applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 3.02. Unregistered Sales of
The applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.
1
The applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. The Note, Mandatory Conversion Shares, and Lender Conversion Shares (as such terms are defined in the Note) were not registered under the Securities Act, but qualified for exemption under Section 4(a)(2) and/or Regulation D of the Securities Act. The Lender does not have any rights to require the Company to register such securities.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointments of Principal Officers.
(a) Resignation of Director, President and Chief Executive Officer
By letter dated
(b) Resignation of Chief Executive Officer, Treasurer and Secretary
By letter dated
(c) Appointment of Interim President and Chief Executive Officer, Interim Chief Financial Officer, Treasurer and Secretary
On
Item 7.01. Regulation FD Disclosure.
On
Except for the historical information presented in this document, the matters
discussed in this Report, or otherwise incorporated by reference into this
document, contain "forward-looking statements" (as such term is defined in the
Private Securities Litigation Reform Act of 1995). These statements are
identified by the use of forward-looking terminology such as "believes,"
"plans," "intend," "scheduled," "potential," "continue," "estimates," "hopes,"
"goal," "objective," "expects," "may," "will," "should" or "anticipates" or the
negative thereof or other variations thereon or comparable terminology, or by
discussions of strategy that involve risks and uncertainties. The safe harbor
provisions of Section 21E of the Securities Exchange Act of 1934, as amended,
and Section 27A of the Securities Act of 1933, as amended, apply to
forward-looking statements made by the Registrant. The reader is cautioned that
no statements contained in this Report should be construed as a guarantee or
assurance of future performance or results. These forward-looking statements
involve risks and uncertainties, including those identified within this Report.
The actual results that the Registrant achieves may differ materially from any
forward-looking statements due to such risks and uncertainties. These
forward-looking statements are based on current expectations, and the Registrant
assumes no obligation to update this information. Readers are urged to carefully
review and consider the various disclosures made by the Registrant in this
Report and in the Registrant's other reports filed with the
2
Note: Information in this Report furnished pursuant to Item 7 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Report shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended. The furnishing of the information in this Report is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information this Report contains is material investor information that is not otherwise publicly available.
Item 9.01. Financial Statements and Exhibits
Exhibit No. Description
10.1 Form of Convertible Promissory datedMarch 18, 2022 . 17.1 Resignation Letter ofDr. Kaiyo Nedd datedMarch 23, 2022 17.2 Resignation Letter of Dr.Justin Frere datedMarch 23, 2022 99.1 Press Release datedMarch 24, 2022 titled "RenovaCare Announces Management Changes." 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3
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