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): August 3,
2017
MetaStat, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
(State
or other jurisdiction of incorporation)
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000-52735
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20-8753132
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(Commission File
Number)
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(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 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))
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this chapter).
Emerging
Growth Company ☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive
Agreement.
As
previously disclosed in a Form 8-K filed by MetaStat, Inc. (the
“Company”) with the Securities and Exchange Commission
on June 27, 2017 (the “Prior Form 8-K), the Company entered
into a subscription agreement dated June 23, 2017 (the
“Subscription Agreement”) with a number of
institutional and accredited investors (collectively, the
“Investors”) pursuant to which the Company may sell up
a maximum of $7,000,000 of shares (the “Shares”) of the
Company’s common stock, par value $0.0001 (the “Common
Stock”), at a purchase price (the “Purchase
Price”) of $1.15 per share (the “Private
Placement”). The Private Placement was extended and the
second and final closing was consummated on August 3, 2017. Please
see the Prior 8-K for further disclosure regarding the terms of the
Private Placement. Capitalized terms not otherwise defined herein
shall have the meanings assigned to such terms in the Prior
8-K.
In
aggregate, pursuant to all closings in the Private Placement, the
Company issued an aggregate of 623,696 Shares, 187,462 Additional
Shares, approximately 229,363 Preferred Shares convertible into
2,293,632 Conversion Shares and repriced an aggregate of 524,850
warrants in connection with the Warrant Adjustment for an aggregate
Purchase Price of approximately $2.57 million. After deducting
placement agent fees and other offering expenses, the Company
received net proceeds of approximately $2.35 million. Additionally,
the Company will issue to the Placement Agent an aggregate of
162,487 placement agent warrants with a term of five years, an
exercise price equal to $1.27 per share, and a cashless exercise
provision.
Item 3.02. Unregistered Sales of Equity
Securities.
As
described more fully in Item 1.01 above, the issuance of the
securities pursuant to the Private Placement 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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10.1*
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Form of
Purchase Agreement.
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*
Incorporated by reference to our Current Report on Form 8-K filed
with the Securities and Exchange Commission on June 27,
2017.
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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METASTAT,
INC.
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By:
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/s/ Douglas A.
Hamilton
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Name: Douglas
A. Hamilton
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Title:
President and CEO
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Dated:
August 7, 2017