VITALITY BIOPHARMA, INC (OTCMKTS:VBIO) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
Securities Acquirement Agreement
On October 19, 2018, Vitality Biopharma, Inc. (the “Company”) entered into a balance acquirement acceding (the “Securities Acquirement Agreement”) with the purchasers articular therein (the “Purchasers”) accouterment for the arising and auction by the Aggregation to the Purchasers of an accumulated of 5,666,672 shares of the Company’s accepted banal (collectively, the ‘Shares”) at a amount of $1.50 per share, including warrants to acquirement up to an added 5,666,672 shares of the Company’s accepted banal (the “Warrants”, and the shares issuable aloft exercise of the Warrants, the “Warrant Shares”) at a amount of $3.00 per allotment (the “Offering”). Afterwards deducting for fees and expenses, the accumulated net gain from the auction of the Shares and Warrants is about $8,350,000.
The Warrants are anon exercisable and will expire on the bristles year ceremony of the date of issuance, which is October 22, 2023. The exercise amount of the Warrants is accountable to acclimation for banal assets and splits, consecutive rights offerings and pro rata distributions to the Company’s accepted stockholders. If the Purchasers exercise all of the Warrants aural bristles years, the Aggregation would accept added accumulated net gain of about $17,000,016.
Share Barter Agreement
On October 19, 2018, the Aggregation entered into a autonomous allotment barter acceding (the “Share Barter Agreement”) with the shareholders (the “Shareholders”) of all of the outstanding accepted banal of Summit Healthtech, Inc. (“Summit”), a aggregation formed by a aggregation of physicians and psychologists to advance avant-garde healthcare treatments and specialty healthcare centers focused on the use of cannabinoid therapies as an another to opioid painkillers.
The Allotment Barter Acceding provided for the arising by the Aggregation to the Shareholders of an accumulated of 6,000,000 shares of the Company’s accepted banal (collectively, the “Summit Barter Shares”), in barter for all of the outstanding accepted banal of Summit (the “Exchange”). A absolute of 2,150,000 shares of the Company’s accepted banal that are captivated by individuals who will become absolute advisers or consultants to Vitality became accountable to a alcove acceding (collectively, the “Lockup Agreements”) whereby the Shareholders agreed not to offer, sell, arrangement to sell, hypothecate, agreement or contrarily actuate of their Summit Barter Shares, appropriately for a aeon of 3 years, provided, however, such brake shall blooper as to one third of such shares ceremony ceremony of the closing date of the Exchange.
Summit owns forty nine percent of the outstanding basic banal of The Control Center, Inc., a California association (“The Control Center”). The Control Center is in the business of behavioral bloom and addiction anesthetic treatment. Summit acquired such balance of The Control Center to a Allotment Acquirement Acceding with Dr. Reef Karim on October 12, 2018 (the “Share Acquirement Agreement”). The added fifty one percent is endemic by Dr. Karim and to the Allotment Acquirement Agreement, Dr. Karim agreed to alteration all right, appellation and absorption to his absolute buying to Summit aloft the beforehand of (i) the acknowledged filing of a change of buying for The Control Center’s facility’s authorization with the California Department of Bloom Care Services or (ii) aloft the 1-year ceremony of October 12, 2018. In addition, Dr. Karim entered into a Allotment Brake Acceding on October 12, 2018 with The Control Center and Summit whereby he agreed not to alteration or block such absolute buying absorption in The Control Center.
Following the Allotment Barter Agreement, the Aggregation owns 50% of the basic banal of Summit, and on October 22, 2018, Summit was renamed to Vitality Healthtech, Inc. Vitality Healthtech, Inc. is now actuality operated as a wholly-owned accessory of the Company.
The Offering and the Barter both bankrupt on October 22, 2018, and the absolute accepted shares outstanding afterwards the arising of the Shares and the Summit Barter Shares is 36,350,153.
The above description of the Balance Acquirement Agreement, the Allotment Barter Agreement, the Alcove Agreement, the Allotment Acquirement Agreement, the Allotment Brake Acceding and the Warrants does not acceptation to be complete and is able in its absoluteness by advertence to the abounding argument of ceremony document, which are filed as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5 and 4.1, respectively, hereto, and ceremony is congenital herein by reference. The Balance Acquirement Acceding and the Allotment Barter Acceding accept been included to accommodate investors with advice apropos their terms, but they are not advised to accommodate added absolute advice about the Company. The Balance Acquirement Acceding and the Allotment Barter Acceding accommodate representations and warranties that the Aggregation has fabricated to the Purchasers and the Shareholders, which are able by advice in arcane acknowledgment schedules provided by the Aggregation to the Purchasers and the Shareholders that modifies and creates exceptions to those representations and warranties. Investors should not await on the representations and warranties fabricated by the Aggregation in the Balance Acquirement Acceding or the Allotment Barter Acceding as characterizations of the absolute accompaniment of facts at the time they were fabricated or otherwise.
The advice set alternating in Item 1.01 of this Current Address on Form 8-K is hereby congenital by advertence into this Item 2.01 in its entirety.
The advice set alternating in Item 1.01 of this Current Address on Form 8-K is hereby congenital by advertence into this Item 3.02 in its entirety.
The Shares, the Summit Barter Shares, the Warrants and the Warrant Shares (collectively, the “Securities”) issued and awash at the closings of the Offering and the Barter accept not been registered beneath the Balance Act. The Balance accept been awash in assurance aloft exemptions from allotment to Section 4(a)(2) beneath the Balance Act and Rule 506 of Regulation D promulgated thereunder, and commensurable exemptions for sales to “accredited” investors beneath accompaniment balance laws. The Balance may not be offered or awash in the United States absent allotment beneath or absolution from the Balance Act and any applicative accompaniment balance laws. Ceremony of the Purchasers has represented that it is an accepted broker as authentic in Regulation D and that it is accepting the Balance for advance alone and not with a appearance towards, or for resale in affiliation with, the accessible auction or administration thereof. This Current Address on Form 8-K is not an action to advertise or the address of an action to buy the Securities.
a) Banking Statements of Business Acquired
The audited banking statements of Summit appropriate to this Item 9.01(a) will be filed by alteration aural 71 agenda canicule afterwards the date that this Current Address on Form 8-K was appropriate to be filed.
(b) Pro Forma Banking Information
The pro forma banking advice appropriate to this Item 9.01(b) will be filed by alteration aural 71 agenda canicule afterwards the date that this Current Address on Form 8-K was appropriate to be filed.
to the requirements of the Balance Barter Act of 1934, the apprentice has appropriately acquired this address to be active on its account by the undersigned hereunto appropriately authorized.
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