AND EXCHANGE COMMISSION
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
of report (Date of earliest event reported): December 12, 2017
name of registrant as specified in its charter)
or other jurisdiction
Avenue of the Stars, 2nd Floor
of principal executive offices)
telephone number, including area code: (530) 231-7800
name or former address, if changed since last report.)
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 (see General Instruction A.2. below):
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
1.01 Entry into a Material Definitive Agreement.
December 12, 2017, Vitality Biopharma, Inc. (the “Company”) entered into a securities purchase agreement (the “Securities
Purchase Agreement”) with the purchasers identified therein (collectively, the “Purchasers”) providing for the
issuance and sale by the Company to the Purchasers (the “Offering”) of an aggregate of 933,332 shares
of the Company’s common stock (collectively, the “Shares”), and warrants to purchase up to 466,667 shares
of the Company’s common stock (the “Warrants”, and the shares issuable upon exercise of the Warrants, collectively,
the “Warrant Shares”). The Shares and Warrants were sold at a price of $1.50 per Share and Warrant. After
deducting for fees and expenses, the aggregate net proceeds from the sale of the Shares and Warrants is approximately $1,395,000.
to the terms of the Securities Purchase Agreement, each Purchaser was issued one share of the Company’s common stock
and a Warrant to purchase up to one-half of one share of the Company’s common stock. Each Warrant has an exercise price
of $2.00 per share, is immediately exercisable, and will expire on the three year anniversary of the date of issuance, which
is December 12, 2020. If the Purchasers exercise all of the Warrants within three years, the Company would receive additional
aggregate net proceeds of approximately $933,334.
Company expects to close the Offering on December 15, 2017. There will be 23,967,679 shares of common stock of the Company
outstanding after the issuance of the Shares.
3.02 Unregistered Sales of Equity Securities.
information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02
in its entirety.
Shares, the Warrants and the Warrant Shares (collectively, the “Securities”) sold at the closing of the Offering have
not been registered under the Securities Act of 1933, as amended (the “Securities Act”). The Securities have been
sold in reliance upon exemptions from registration under Rule 506 of Regulation D under the Securities Act. The Securities may
not be offered or sold in the United States absent registration under or exemption from the Securities Act and any applicable
state securities laws. Each of the Purchasers has represented that it is an accredited investor as defined in Regulation D and
that it is acquiring the Securities for investment only and not with a view towards, or for resale in connection with, the public
sale or distribution thereof. This Current Report on Form 8-K is not an offer to sell or the solicitation of an offer to buy the
foregoing description of the Securities Purchase Agreement and the Warrants does not purport to be complete and is qualified in
its entirety by reference to the full text of each document. Copies of the Form of Common Stock Purchase Warrant, the Securities
Purchase Agreement and the Registration Rights Agreement are attached to this Current Report on Form 8-K as Exhibit 4.1 and Exhibit
10.1 and Exhibit 10.2, respectively, and each is incorporated herein by reference. The Securities Purchase Agreement has been
included to provide investors with information regarding its terms, but it is not intended to provide other factual information
about the Company. The Securities Purchase Agreement contains representations and warranties that the Company has made to the
Purchasers, which are qualified by information in confidential disclosure schedules provided by the Company to the Purchasers
that modifies and creates exceptions to those representations and warranties. Investors should not rely on the representations
and warranties made by the Company in the Securities Purchase Agreement as characterizations of the actual state of facts at the
time they were made or otherwise.
9.01 Financial Statements and Exhibits.
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.
December 13, 2017