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EX-99.1 - EXHIBIT 99.1 - CurAegis Technologies, Inc.ex99-1.htm

 

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):

 

December 22, 2015 

 

Torvec, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

 

New York

000-24455

16-1509512

_____________________
(State or other jurisdiction

_____________
(Commission

______________
(I.R.S. Employer

of incorporation)

File Number)

Identification No.)

     

 

1999 Mt. Read Blvd, Bldg. 3, Rochester, New York

 

 

 

14615

_________________________________
(Address of principal executive offices)

 

___________
(Zip Code)

     

Registrant’s telephone number, including area code:

 

585-254-1100

 

 

 

Not Applicable
______________________________________________
Former name or former address, if changed since last report

 

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 8.01

Other Events

 

On December 22, 2015, Torvec, Inc. issued a press release regarding its offering of up to $2,500,000 of the company’s Series C-3 Voting Convertible Preferred Stock. A copy of the press release is attached hereto as Exhibit 99.1. The commencement of the offering was disclosed in the company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 11, 2015.

 

The shares of Series C-3 Preferred Stock available in the offering will not be registered under the Securities Act of 1933. Accordingly, those shares and the shares of common stock issuable upon their conversion are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933 and may not be offered for resale or resold or otherwise transferred except pursuant to a registration statement under the Securities Act of 1933 or an applicable exemption from registration requirements.

 

The information set forth herein is neither an offer to sell, nor a solicitation of an offer to buy, any Series C-3 Preferred Stock, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. 

    

 

Item 9.01 Financial Statements and Exhibits
   

99.1

December 22, 2015 press release announcing private placement offering of up to $2,500,000 in voting convertible preferred stock

 

 
 

 

 

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.

 

   

Torvec, Inc.

December 22, 2015

 

By:

 

/s/ Kathleen A. Browne

       


       

Kathleen A. Browne

Chief Financial and Principal Accounting Officer