Attached files
| file | filename |
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| EX-10.2 - FORM OF EXCHANGE AGREEMENT - MetaStat, Inc. | ex10-2.htm |
| EX-10.1 - FORM OF NOTE PURCHASE AGREEMENT - MetaStat, Inc. | ex10-1.htm |
| EX-4.3 - FORM OF NOTE WARRANT - MetaStat, Inc. | ex4-3.htm |
| EX-4.2 - FORM OF JUNIOR NOTE - MetaStat, Inc. | ex4-2.htm |
| EX-4.1 - FORM OF SENIOR NOTE - MetaStat, Inc. | ex4-1.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): March 30,
2018
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 1.01. Entry into a Material Definitive
Agreement.
On
March 30, 2018, MetaStat, Inc. (the “Company”) entered into a
note purchase agreement (the “Note Purchase Agreement”)
with a number of institutional and accredited investors
(collectively, the “Purchasers”), pursuant to
which the Company may sell in a private placement (the
“Private
Placement”) up to an aggregate purchase price of
$3,628,927 (the “Purchase Price”),
consisting of (i) senior
non-convertible promissory bridge notes in the aggregate principal
amount of up to $2,334,027 (the “Senior
Notes”), (ii) junior
non-convertible promissory bridge notes in the aggregate principal
amount of $1,294,900 (the “Junior
Notes” and, together with
the Senior Notes, the “Notes”),
and (iii) warrants (the “Note Warrants”)
exercisable to purchase ten thousand (10,000) shares of the
Company’s common stock, par value $0.0001 (the
“Common
Stock”) per share, for each $100,000 principal amount
of Notes issued on a pro rata basis, at an exercise price equal to
$2.00 per share, for a term of five (5) years.
Pursuant to an exchange agreement dated March 30, 2018
(the “Exchange
Agreement”), the existing
holder of the outstanding 10% convertible promissory note in
the aggregate principal amount of $1,000,000, plus all accrued and
unpaid interest thereon, which matured on September 30, 2017,
originally issued by the Company pursuant to that certain exchange
agreement dated January 17, 2017 (the “Promissory Note”),
exchanged the Promissory Note (the “Promissory Note
Exchange”) for a Senior Note with a principal amount
of $834,027 and 83,304 Note Warrants pursuant to the Note Purchase
Agreement. Further, the Company repaid $300,000 of the outstanding
balance of the Promissory Note concurrent with the
closing.
Additionally,
pursuant to the Exchange Agreement, the holder of (i) shares of the
Company’s Series B Convertible Preferred Stock with a stated
value of $5,500 per share, plus all accrued and unpaid dividends
thereon (the “Series
B Preferred”), and (ii) five-year warrants to purchase
91,000 shares of Common Stock at an exercise price of $10.50 per
share (the “Series A
Warrants”), originally issued by the Company pursuant
that certain securities purchase agreement dated December 31, 2014,
as amended March 27, 2015, exchanged the Series B Preferred and the
Series A Warrants (the “Series B Exchange” and,
together with the Promissory Note Exchange, the “Exchange”) for a Junior
Note with a principal amount of $1,294,900 and 129,490 Note
Warrants pursuant to the Note Purchase Agreement.
The Notes mature on September 30, 2018, accrue interest at a rate
of ten percent (10%) per annum and may not be prepaid by the
Company prior to the maturity without the consent of the
holder. The principal amount plus all accrued and unpaid
interest thereon shall automatically exchange (the
“Automatic
Exchange”), without any action of the holder, into
such number of fully paid and non-assessable securities (e.g.
shares and warrants) to be issued in a Qualified Offering.
“Qualified
Offering” means one or a series of offerings of equity
or equity-linked securities resulting in aggregate gross proceeds
of at least $6,628,927 to the Company, including the Automatic
Exchange of the Notes into the Qualified Offering.
The
Senior Note and the Junior Note are in substantially similar form,
provided, however, that the Senior Note shall
rank senior to the Junior Note with respect to payment. The Notes
shall rank senior to all future indebtedness of the Company and to
the Company’s issued and outstanding equity
securities, except as
otherwise required by applicable law.
Pursuant to the Notes, the Company shall not, without first
obtaining the consent of the holder (which consent will not be
unreasonably withheld), incur any new indebtedness while the Notes
are outstanding, except no consent shall be required in connection
with indebtedness incurred by the Company in the ordinary course of
business or from any strategic investors. In addition,
so long as the Notes are outstanding, the Company shall not create
or impose any material lien upon any material property or assets
(including intellectual property) of the Company or any of its
subsidiaries except for Permitted Liens (as defined in the Note
Purchase Agreement).
The
Note contains the following event of default
provisions:
●
the failure to pay
principal or interest within ten business days after such amounts
are due;
●
any material breach
by the Company of any representations or warranties made in the
Notes;
●
the holder of any
indebtedness of the Company shall accelerate any payment of any
amount on any such indebtedness, the aggregate principal amount of
which indebtedness is in excess of $500,000, and such indebtedness
has not been discharged in full or such acceleration has not been
stayed, rescinded or annulled within fifteen (15) business days of
such acceleration;
●
a judgment for the
payment of money shall be rendered against the Company for an
amount in excess of $500,000 in the aggregate for all such
judgments that shall remain unpaid for a period of sixty (60)
consecutive days;
●
Company files any
petition or action for relief under any bankruptcy or makes any
assignment for the benefit of creditors or an involuntary petition
is filed against the Company under any bankruptcy statute now or
hereafter in effect, and such petition is not dismissed or
discharged within 45 days; or
●
A proceeding or
case shall be commenced in respect of the Company without its
application or consent, in any court of competent jurisdiction,
seeking (i) its liquidation, dissolution or winding up, (ii) the
appointment of a trustee or the like of it or of all or any
substantial part of its assets or (iii) similar relief in respect
of it under any law providing for the relief of debtors, and such
proceeding or case described shall continue undismissed, or
unstayed and in effect, for a period of forty-five (45) consecutive
days or any order for relief shall be entered in an involuntary
case under the Bankruptcy Code or under the comparable laws of any
jurisdiction (foreign or domestic) against the Company or any of
its subsidiaries and shall continue undismissed, or unstayed and in
effect for a period of forty-five (45) consecutive
days.
Pursuant to the closing of the Private Placement and Exchange on
March 30, 2018, the Company issued (i) Senior Notes in the
aggregate principal amount of approximately $2,084,028, including
$834,027 from the Promissory Note Exchange, (ii) Junior Notes in
the aggregate principal amount of approximately $1,294,900 solely
pursuant to the Series B Exchange, and (iii) an aggregate of
337,894 Note Warrants for an aggregate Purchase Price of
approximately $3,378,928, including the Exchange.
After
deducting placement agent fees and other offering expenses, the
Company received net proceeds of approximately $1.13 million prior
to the repayment of $300,000 of the Promissory Note. Additionally,
the Company will issue an aggregate of 86,957 placement agent
warrants with a term of five years, an exercise price equal to
$1.27 per share, and a cashless exercise provision.
Pursuant to the Exchange, the Promissory Note and the Series B
Preferred stock have been cancelled and are no longer
outstanding.
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
Note Purchase Agreement filed as Exhibit 10.1 hereto; (ii) form of
Exchange Agreement filed as Exhibit 10.2 hereto, (iii) form of
Senior Note filed as Exhibit 4.1 hereto, (iv) form of Junior Note
filed as Exhibit 4.2 hereto, and (v) form of Note Warrant filed as
Exhibit 4.3 hereto.
The
issuance of the securities pursuant to the Private Placement and
the 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 2.03. Creation of a Direct Financial
Obligation.
The
disclosure set forth under Item 1.01 above is hereby incorporated
in its entirety under this Item 2.03.
Item 3.02. Unregistered Sales of Equity
Securities.
As
described more fully in Item 1.01 above, the issuance of
securities pursuant to the Private Placement and the 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. The securities
issued in the Private Placement and the Exchange have not been
registered under the Securities Act or any other applicable
securities laws, and unless so registered, may not be offered or
sold in the United States except pursuant to an exemption from the
registration requirements of the Securities Act.
Item 9.01. Financial Statement and
Exhibits.
(d)
Exhibits.
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Exhibit
No.
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Description
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Form of
Senior Note.
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Form of
Junior Note.
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Form of
Note Warrant.
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Form of
Note Purchase Agreement.
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Form of
Exchange Agreement.
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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:
April 5, 2018
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METASTAT,
INC.
By:
/s/ Douglas A.
Hamilton
Name:
Douglas A. Hamilton
Title:
President and CEO
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