Attached files
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| EX-10.1 - TERMINATION AGREEMENT EFFECTIVE SEPTEMBER 29, 2017 - Sanara MedTech Inc. | wndm_ex101.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): October 10,
2017
Wound Management Technologies, Inc.
(Exact name of registrant as specified in its charter)
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Texas
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000-11808
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59-2219994
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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1200 Summit Avenue, Suite 414
Fort Worth, Texas
(Address of principal
executive offices)
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76102
(zip code)
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Registrant’s telephone number, including area code: (817)
529-2300
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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 1.02 Termination of a Material Definitive
Agreement.
On
October 10, 2017, Wound Management Technologies, Inc. (the
“Company”) and Evolution Venture Partners LLC
(“EVP”) entered into a termination agreement (the
“Termination Agreement”) terminating, effective as of
September 29, 2017, that certain letter agreement dated April 26,
2016, (the “Agreement”), by and between the Company,
EVP, and Middlebury Securities, LLC (“Middlebury”).
Middlebury terminated its charter on or about July 27, 2016, and
therefore is not a party to the Termination Agreement.
The
Agreement had an initial term of one year (with an automatic
six-month renewal term) and provided for:
·
A $60,000 consulting fee payable upon execution of the Agreement,
refundable only upon cancellation of the Agreement by EVP during
the initial one-year term.
·
A success fee in an amount equal to 5% of the transaction value of
any strategic transaction.
·
A selling fee equal to 3% of the gross proceeds of any debt
financing transaction or 5% of the gross proceeds of any equity
financing transaction.
·
The issuance to EVP of a warrant (the “Warrant”) for
the purchase of 60,000,000 shares of the Company’s common
stock, par value $0.001 per share (“Common Stock”), at
an exercise price of $0.12 per share.
As of
this date, there are no Financing Transactions or Strategic
Transactions (as defined in the Agreement) being considered by the
Company and no such transactions have occurred.
Pursuant
to the Termination Agreement, EVP has agreed to cancel the Warrant
in exchange for the Company’s issuance to EVP of 750,000
shares of Common Stock (the “Shares”).
Item 3.02 Unregistered Sales of Equity Securities.
The
information in Item 1.02 above is incorporated by reference into
this Item 3.02.
The
Company relied on the exemption from registration under Section
4(a)(2) of the Securities Act of 1933, as amended (the
“Securities Act”), for the issuance of the Shares. The
Shares have not been registered under the Securities Act, or state
securities laws, and may not be offered or sold in the United
States without either being first registered or otherwise exempt
from registration in any further resale or
disposition.
Item 9.01. Financial Statements and Exhibits
(d)
Exhibits
Termination
Agreement effective September 29, 2017, by and between the Company
and Evolution Venture Partners LLC
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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Wound Management Technologies, Inc.
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| Date: October 11, 2017 |
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/s/
Michael Carmena
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By: |
Michael Carmena
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Title:
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Chief Financial Officer |
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