Attached files
| file | filename |
|---|---|
| EX-99.1 - PRESS RELEASE - MetaStat, Inc. | ex99-1.htm |
| EX-10.1 - FORM OF SUBSCRIPTION AGREEMENT - MetaStat, Inc. | ex10-1.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): June 23,
2017
MetaStat, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
(State
or other jurisdiction of incorporation)
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000-52735
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20-8753132
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(Commission
File Number)
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(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 June
23, 2017, MetaStat, Inc. (the “Company”) entered into a
securities purchase agreement (the “Purchase
Agreement”) with a number of institutional and accredited
investors (collectively, the “Investors”) pursuant to
which the Company may sell up a maximum of $7,000,000 of shares
(the “Shares”) of the Company’s common stock, par
value $0.0001 (the “Common Stock”), at a purchase price
(the “Purchase Price”) of $1.15 per share (the
“Private Placement”). The Private Placement shall
terminate on or before July 31, 2017.
Additionally,
certain existing Company investors (the “2016 Company
Investors”) who subscribed and purchased securities in the
Company’s 2016 unit private placements (the “2016 Unit
Financings”) with an aggregate original investment amount of
$6,574,750 (the “Original Investment Amount”) that
invest a Purchase Price in the Private Placement in an amount that
is equal to one hundred percent (100%) of such 2016 Company
Investor’s Original Investment Amount shall for no additional
consideration (i) be issued 0.425 shares of Common Stock for each
Share purchased in the Private Placement (the “Additional
Shares”), and (ii) have the exercise price of certain
outstanding warrants issued in connection with the 2016 Unit
Financings held by such 2016 Company Investor adjusted from $3.00
per share to $2.00 per share (the “Warrant
Adjustment”). Certain 2016 Company Investors that invest a
Purchase Price in the Private Placement in an amount equal to fifty
percent (50%) of such 2016 Company Investor’s Original
Investment Amount shall for no additional consideration be issued
0.425 Additional Shares for each Share purchased in the Private
Placement. For the benefit of certain Investors that would be
deemed to have beneficial ownership in excess of 4.99% or 9.99%,
the Company may issue shares of its Series A-2 Convertible
Preferred Stock (the “Preferred Shares”), in lieu of
issuing to such Investors shares of Common Stock in the Private
Placement. Each of the Preferred Shares is convertible into 10
shares of Common Stock (the “Conversion
Shares”).
Pursuant
to the initial closing of the Private Placement under the Purchase
Agreement, the Company issued an aggregate of 570,870 Shares,
242,620 Additional Shares, approximately 196,216 Preferred Shares
convertible into 1,962,164 Conversion Shares and repriced an
aggregate of 502,913 warrants in connection with the Warrant
Adjustment for an aggregate purchase price of approximately $2.14
million. After deducting placement agent fees and other offering
expenses, the Company received net proceeds of approximately $2.0
million. Additionally, the Company will issue an aggregate of
136,830 placement agent warrants with a term of five years, an
exercise price equal to $1.27 per share, and a cashless exercise
provision.
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 form of
Purchase Agreement filed as Exhibit 10.1 hereto. A copy of the
press release is attached hereto as Exhibit
99.1.
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 was exempt from
registration pursuant to Section 4(2) of, and Regulation D
promulgated under, the Securities Act of 1933, as amended.
The
securities issued in the Private Placement 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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10.1
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Form of
Purchase Agreement.
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99.1
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Press
Release dated June 27, 2017.
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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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METASTAT,
INC.
By:
/s/ Douglas A.
Hamilton
Name:
Douglas A. Hamilton
Title:
President and CEO
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Dated:
June 27, 2017