AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the Securities Exchange Act of 1934
of Report (Date of earliest event reported): June 12, 2018
name of small business issuer as specified in its charter)
or other jurisdiction of incorporation or organization)
Employer Identification No.)|
File No. 333-220790
Spring Street, St 304, La Mesa, California 91942
of Principal Executive Offices)
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))
1.01 Entry into a Material Definitive Agreement
June 12, 2018 Zander Therapeutics, Inc. ( the “Company”) entered into an agreement with Dakoy Capital Markets, LLC(“Advisor”)
whereby Advisor agrees to provide the following services to the Company:
|a.||To act as
an advisor for any type of strategic financing for the Company, including but not limited to a direct investment into the Company
or a bridge financing or an offering of the Company's debt or equity securities (each a "Financing"). Compensation,
if any, payable to Advisor related to a Financing shall be negotiated separately from this Agreement on a case-by-case basis.
Nothing contained in this Agreement shall require the Company to accept any Financing and the Company may accept or reject any
Financing in its sole and exclusive discretion;
with the Company on certain financial matters including budgets, compensation, and private placements of the Company ' s securities
and review of the Company ' s capitalization and structure.
and develop an Advisory Committee with the Company to enhance shareholder value;
and develop an internal control system with the Company to enhance business continuity and financial regulation requirements;
planning, due diligence and other operational matters in connection with mergers, consolidations , reorganizations , recapitalizations,
business combinations , or other transactions pursuant to which the Company might be acquired by, or combined with, any third
of the Company's business objectives as defined by the Company, including analyzing the Company's business and revenue models
and capital structure, and identifying strategic partners;
and recruit prospective members for participation on the Company ' s Board, management team, Advisory Committee, and various other
committees that the Company may reasonably require from time-to-time ; and
all other duties typically performed by an " advisor."
to be paid by the Company to the Advisor consists of:
10,000 upon execution of this Agreement,|
on July 12th, 2018 and |
on August 12th, 2018.|
term of the Agreement is three months from the effective date of the Agreement , unless earlier terminated pursuant to the terms
of the Agreement or unless modified by the mutual written agreement of the parties.
foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the text of the Agreement
, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated in this Item 1.01 by reference.
June 12, 2018 Zander Therapeutics, Inc. ( the “Company”) entered into a second agreement with Dakoy Capital Markets,
LLC whereby the Company retained the services of Dakoy Capital Markets, LLC (“Placement Agent”) to assist the Company
in offering of shares of the Company (the “Securities” or “Shares”) for sale on a best efforts basis (“Offering”)
. Placement Agent is obligated to use its best efforts to introduce the Company to accredited investors, which may include corporations,
partnerships, mutual funds, hedge funds, investment partnerships, securities firms, lending and other institutions and entities,
as well as select high net worth individuals (collectively, the “Purchasers”) for the purposes of participating in
the Offering. The Company retains the right to employ other agents in connection with the sale of the Securities and the Offering
is anticipated to commence within 30 days of the execution of the abovementioned agreement.
compensation for its activities, the Placement Agent shall be paid a commission as follows:
in an amount equal to seven percent (7%) of the total principal amount of gross proceeds of any Securities purchased by investors
first introduced to the Company by the Placement Agent (“PA Investors”) and accepted by the Company (such persons
being hereinafter referred to as the “PA Investor(s)”), and
exercisable for five (5) years from the date the Offering closes, to purchase that number of Shares equal to two percent (5%)
of the number of Shares of Company sold in the Offering to PA Investors (the “Options Compensation” and together with
the Cash Compensation, the “Placement Agent Compensation”). Such options shall be granted at each Closing at an exercise
price per share equal to the price of the shares paid by the investors in the Offering. Such Option Compensation shall provide,
among other things that the options shall:
expire five (5) years from the date of issuance; and
2. provide for “cashless” exercise; and
such other terms as are normal and customary for warrants issued to placement agents, including the same registration rights
and other rights received by the investors in the Offering.
foregoing description of the abovementioned agreement is not complete and is qualified in its entirety by reference to the text
of the abovementioned agreement , which is attached to this Current Report on Form 8-K as Exhibit 10.2 and incorporated in this
Item 1.01 by reference.
Statements and Exhibits. |
||Private 8Placement Agent Agreement|
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.
June 13, 2018