SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date
of earliest event reported): January 8, 2016 (January 5, 2016)
COATES INTERNATIONAL, LTD.
(Exact name of registrant as specified
in its charter)
| (State or Other Jurisdiction
||(Commission File Number)
||(IRS Employer |
& Ridgewood Road, Wall Township, New Jersey 07719
(Address of principal executive offices)
(Registrant's telephone number including area
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))|
FORWARD LOOKING STATEMENTS
This Form 8-K and other reports filed by Registrant
from time to time with the Securities and Exchange Commission (collectively the "Filings") contain or may contain forward
looking statements and information that are based upon beliefs of, and information currently available to, Registrant's management
as well as estimates and assumptions made by Registrant's management. When used in the filings the words "anticipate",
"believe", "estimate", "expect", "future", "intend", "plan" or the
negative of these terms and similar expressions as they relate to Registrant or Registrant's management identify forward looking
statements. Such statements reflect the current view of Registrant with respect to future events and are subject to risks, uncertainties,
assumptions and other factors relating to Registrant's industry, Registrant's operations and results of operations and any businesses
that may be acquired by Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions
prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.
Although Registrant believes that the expectations
reflected in the forward looking statements are reasonable, Registrant cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the securities laws of the United States, Registrant does not
intend to update any of the forward-looking statements to conform these statements to actual results.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL
OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
On January 5, 2016, the Registrant received
proceeds of $30,000, net of financing costs of $3,000, from a Securities Purchase Agreement and related convertible promissory
note, dated January 4, 2016, in the face amount of Thirty Three Thousand ($33,000.00) Dollars and no cents issued to GW Holdings
Group LLC, an independent third party accredited investor (the “Holder”). The Promissory Note matures in January 2017
and provides for interest at the rate of ten (10%) percent per annum. The Note may be converted into unregistered shares of the
Registrant’s common stock, par value $0.0001 per share, at the Conversion Price, as defined, in whole, or in part, at any
time beginning 180 days after the date of the Note, at the option of the Holder. All outstanding principal and unpaid accrued
interest is due at maturity, if not converted prior thereto.
The Conversion Price shall be equal to 62%
multiplied by the Market Price, as defined. The Market Price shall be equal to the lowest trading price of the Registrant’s
common stock on the OTC Pink during the twenty-five (25) trading-day period ending one trading day prior to the date of conversion
by the Holder. The Holder anticipates that upon any conversion, the shares of stock it receives from the Registrant will be freely
tradable in compliance with Rule 144 of the U.S. Securities and Exchange Commission.
This note may be prepaid during the first
six months by paying a prepayment penalty of 50%. The Company has reserved 93,000,000 shares of its unissued
common stock for potential conversion of the convertible note.
The convertible promissory note was privately
offered and sold to the Holder in reliance on specific exemptions from the registration requirements of the United States federal
and state securities laws which the Registrant believes are available to cover this transaction based on representations, warranties,
agreements, acknowledgements and understandings provided to the Registrant by the Holder.
ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS.
(a) Financial Statements of Business Acquired.
(b) Pro Forma Financial Information.
||Convertible Promissory Note issued
to GW Holdings Group LLC, dated January
||Securities Purchase Agreement between
the Registrant and GW Holdings Group LLC, dated January
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 hereunto duly authorized.
||COATES INTERNATIONAL, LTD.|
||/s/ Barry C. Kaye|
||Barry C. Kaye|
||Chief Financial Officer|