UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 24, 2014

VERITEQ CORPORATION
(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: 561-846-7000

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:

☐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))

Item 1.01.  Entry Into a Material Definitive Agreement

Effective as of June 24, 2014, VeriTeQ Corporation (the “Company”) entered into a Right to Shares Agreement (the “Rights Agreement”), between the Company and an institutional investor, (referred to as the “Holder”).

On November 13, 2013, the Company issued to the Holder (a) a Senior Secured Convertible Note with an initial aggregate principal amount of $833,333.50 (the “Note”) and (b) a warrant to purchase shares of the Company’s common stock (the “Warrant”) pursuant to a securities purchase agreement (“the SPA”) dated November 13, 2013. Per the terms of the SPA, a portion of the Note was secured by approximately $435,000, which represented restricted principal and which was held in a master restricted bank account.

Under the terms of the Rights Agreement, the Holder agreed (a) to redeem $400,000 in aggregate principal amount of the Note (the “Redemption Note”) for a redemption price equal to $400,000 (the “Redemption Price”) to be paid from the master restricted account, (b) to exchange $190,666.75 in aggregate principal amount of the Note (the “Exchange Note”) for 953,334 shares of Company’s common stock (the “Note Exchange Shares”) and (c) to exchange the Warrant for 17,763,325 shares of the Company’s common stock (the “Warrant Exchange Shares”, and together with the Note Exchange Shares, the “Shares”). After giving effect to the Redemption Note, no restricted principal shall remain outstanding.

In lieu of presently issuing all of the Shares, the Company and the Holder have agreed to enter into the Rights Agreement whereby in exchange for the Redemption Note and the Warrants, the Company will, subject to the terms and conditions set forth in the Rights Agreement, from time to time, be obligated to issue and the Holder shall have the right to the issuance of the Shares. The transaction is exempt from registration pursuant to Section 3(a)(9) of the Securities Act (the “Exchange”). The Company and the Holder have agreed that no additional consideration is payable in connection with the issuance of the Shares.

The Holder shall not have the Right to the exercise of any portion of the Shares to the extent that after giving effect to such issuance after exercise, the Holder (together with the Holder’s affiliates, and any other persons acting as a group together with the Holder or any of the Holder’s affiliates), would beneficially own in excess of the 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of the Company’s common stock issuable upon exercise of the Right. The Holder may decrease the 4.99% ownership limitation at any time and the Holder, upon not less than 61 days’ prior notice to the Company, may increase the beneficial ownership limitation provided that the beneficial ownership limitation may in no event exceed 9.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of the Company’s common stock upon exercise of the Right.

The foregoing description of the Rights Agreement is a summary and is qualified in its entirety by reference to the document, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

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.

 Exhibit Index