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): October 28,
2016
MetaStat, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
(State
or other jurisdiction of incorporation)
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000-52735
(Commission File
Number)
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20-8753132
(IRS Employer
Identification No.)
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27 Drydock Ave., 2nd Floor
Boston, Massachusetts 02210
(Address of principal executive offices and zip code)
(617) 531-6500
(Registrant's
telephone number including area code)
(Registrant's
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 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(b) under the Exchange
Act (17 CFR 240.14a-12(b))
[ ]
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 3.02. Unregistered Sales of Equity
Securities.
Exchanges of OID Notes into Common Stock and Warrants
Effective
as of October 28, 2016, certain holders (each an “OID
Noteholder” and collectively, the “OID
Noteholders”) of MetaStat, Inc.’s (the
“Company”) non-convertible OID promissory notes (the
“OID Notes”) in the aggregate principal amount of
$553,000 (the “OID Exchange Amount”) exercised their
voluntary exchange right (the “OID Note Exchange”),
pursuant to the terms of the OID Notes, to act as purchasers in the
Private Placement (as defined below) by exchanging the OID Notes at
the OID Exchange Amount in lieu of investing new cash
subscriptions.
The
Company and the OID Noteholders entered into a subscription
agreement (the “Subscription Agreement”) pursuant to
which the Company sold 55.3 units, with each unit consisting of (i)
5,000 shares of the Company’s common stock, par value $0.0001
per share (the “Common Stock”), at an effective price
of $2.00 per share (the “Effective Price”), and (ii)
and five-year warrants (the “Warrants”) to purchase
2,500 shares of Common Stock (the “Warrant Shares”), at
a purchase price of $3.00 per share (the “Private
Placement”). For the benefit of certain holders that would be
deemed to have beneficial ownership in excess of 4.99% or 9.99%,
the Company may issue shares of its Series A-2 Convertible
Preferred Stock (the “Series A-2 Preferred”), in lieu
of issuing to such holders shares of Common Stock in the Private
Placement. Each share of Series A-2 Preferred is convertible into
10 shares of Common Stock (the “Conversion
Shares”).
Pursuant
to the OID Note Exchange into the Private Placement under the
Subscription Agreement effective as of October 28, 2016, the
Company issued an aggregate of 55.3 units consisting of 210,500
shares of Common Stock, 6,600 shares of Series A-2 Preferred,
convertible into 66,000 Conversion Shares and 138,250 Warrants.
Additionally, as a part of the OID Note Exchange, the Company will
repay $8,000 of principal balance to one of the OID
Noteholders.
Following
the OID Note Exchange, one OID Note with a principal balance of
$264,000, held by an existing holder of common and preferred stock,
will remain outstanding. This OID Note matures on November 12,
2016, however, the Company has the sole option to automatically
extend the maturity date of this OID Note to February 12, 2016 (the
“OID Note Extension”) with three (3) days
prior notice. In consideration for the OID Note Extension, the
Company will increase the principal amount of the OID Note by ten
(10%) percent to $290,400.
Exchanges of Series B Preferred Stock into Common Stock and
Warrants
Effective
as of October 30, 2016, the Company and certain holders (the
“Series B Stockholders”) of Series B Convertible
Preferred Stock (the “Series B Preferred”) entered into
exchange agreements (the “Exchange Agreements”),
whereby the Series B Stockholders elected to exercise their Most
Favored Nation exchange right into the securities offered pursuant
to the Private Placement (the “MFN
Exchange”).
Accordingly, the Series B Stockholders tendered an aggregate of
460.6480 shares of Series B Preferred Stock and an aggregate of $67,890 of
accrued and unpaid dividends for an aggregate exchange amount of
$2,601,464, plus an aggregate of 208,027 Series A Warrants with an
exercise price of $10.50 per share for the issuance of an aggregate
of 1,238,339 shares of common
stockCommon Stock,
6,240.8 shares of Series A-2 Preferred, convertible into 62,408
shares of commonCommon Stock and warrantsWarrants to purchase 650,381 shares of
common stockCommon Stock at an exercise price of $3.00
per share. Additionally, the Company and the Series B Stockholders
entered into joinder agreements, and the Series B Stockholders were
granted all rights and benefits under the Private Placement
financing agreements, including
the Purchase Agreement.
Exchange of Payables into Common Stock and Warrants
Additionally,
effective as of October 30, 2016, the Company issued 1.5 units
consisting of 7,500 shares of Common Stock and 3,750 Warrants to a
Company vendor for the cancellation of $15,000 of accounts
receivable due to the vendor by the Company (the “Payable
Exchange”).
Outstanding Capital Stock
As of
November 2, 2016, including the issuances of securities pursuant to
the Private Placement and the exchange of securities into the
Private Placement as described herein, the Company had the
following equity securities outstanding:
●
4,707,942 shares of
Common Stock;
●
874,257 shares of
Series A Convertible Preferred Stock, convertible into 58,285
shares of Common Stock;
●
70,541 shares of
Series A-2 Preferred Stock, convertible into 705,408 shares of
Common Stock;
●
209.0609 shares
of
Series B Convertible Preferred Stock, convertible at $2.00 per
share into 574,917 shares of Common Stock. The Series Convertible B
Preferred Stock has an aggregate stated value of approximately
$1,150,000, which includes PIK dividends through September 30,
2016;
●
2,630,737 warrants
to purchase shares of Common Stock, with a weighted-average
exercise price of approximately $5.91 per share; and
●
1,263,309 options
to purchase shares of Common Stock, with a weighted-average
exercise price of approximately $5.96 per share.
The
foregoing description of the Private Placement and related
transactions does not purport to be complete and is qualified in
its entirety by reference to the complete text of
the (i) form of Subscription Agreement filed as Exhibit 10.1
hereto; (ii) form of Registration Rights Agreement filed as Exhibit
10.2 hereto, (iii) form of Warrant issued in connection with the
Private Placement filed as Exhibit 4.1 hereto, and (iv) form of
Series A-2 Preferred Certificate of Designation as Exhibit 4.2
hereto. For a more complete description of the terms of the Private
Placement, please see the Company’s Current Report on Form
8-K filed with the Securities and Exchange Commission on October
17, 2016.
The
issuance of the securities pursuant to the OID Note Exchange, the
MFN Exchange and the Payable Exchange were exempt from registration
pursuant to Section 4(2) of, and Regulation D promulgated under,
and Section 3(a)(9) of, the Securities Act of 1933, as
amended.
Item 9.01. Financial Statement and
Exhibits.
(d)
Exhibits.
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Exhibit
No.
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Description
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4.1*
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Form of
Warrant.
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4.2*
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Series
A-2 Convertible Preferred Stock Certificate of
Designation
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10.1*
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Form of
Subscription Agreement.
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10.2*
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Form of
Registration Rights Agreement.
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*
Incorporated by reference to our Current Report on Form 8-K filed
with the Securities and Exchange Commission on October 17,
2016.
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 thereunto duly authorized.
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Dated:
November 3, 2016
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METASTAT,
INC.
By:
/s/ Douglas A.
Hamilton
Name:
Douglas A. Hamilton
Title:
President and CEO
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