News Column

SPECTRASCIENCE INC FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sale of Equity Securities, Regulation FD Disclosure, Financial Statements and Exhibits

February 26, 2014



ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On February 11, 2014 and February 20, 2014, respectively, SpectraScience, Inc. (the "Company") entered into subscription agreements (the "Subscription Agreements") with two accredited investors (the "Purchasers"), pursuant to which the Purchasers purchased an unsecured convertible debenture of the Company with a principal amount of $6,376.00 and a 5% original issue discount unsecured convertible debenture of the Company with a principal amount of $368,421.05 (collectively, the "Debentures"). The Purchasers may initially convert the Debentures into shares of the Company's common stock at a conversion price equal to $0.045, subject to adjustment, together with five-year warrants (the "Warrants," and together with the Debentures, the "Securities") to purchase such number of shares of the Company's common stock equal to 50% of the number of shares of common stock initially issuable upon conversion of the Debentures, at an exercise price equal to $0.09 per share, subject to adjustment. The conversion price of the Debentures and the exercise price of the Warrants are subject to customary adjustment provisions for stock splits, stock dividends, recapitalizations and the like.

The Subscription Agreements contain certain customary subscriber and Company representations and warranties, and certain risk factors related to the private placement and the Company.

The Debentures provide that the Company will pay interest to the holders at an interest rate of 10% per annum on principal being converted on any voluntary conversion date (as to that principal amount then being converted), and will pay interest to the holders at the same rate on the maturity dates of February 12, 2015 and February 20, 2015, respectively. The Company may pay interest due either in cash or, at its option, in shares of its common stock, subject to customary conditions being met. The Debentures also contain certain customary negative covenants and events of default, including the Company's failure to pay principal and interest, material defaults under the other transaction documents, bankruptcy, and the Company's failure to deliver common stock certificates after a conversion date. Finally, the Debentures provide that, to be effective, certain actions taken pursuant to the Debentures, including but not limited to amendments, waivers or declaration of defaults (which shall accelerate payment of principal, interest, and all other amounts owing on the Debentures), require the affirmative consent of holders of 25% of the outstanding aggregate principal amount of debentures of the same series.

The Warrants are exercisable at an exercise price equal to $0.09 per share until the Warrant termination dates of February 12, 2019 and February 20, 2019, respectively. The Warrants contain a cashless exercise provision. In the event the Purchaser exercises the Warrants on a cashless basis, the Company will not receive any proceeds.

The Securities were offered and sold on a best efforts basis. The Company hired a consultant, Mr. John Evey (the "Consultant"), to assist in the offering and sale process pursuant to a Consulting Agreement with Mr. Evey, dated July 18, 2013 (the "Consulting Agreement"). Under the Consulting Agreement, the Company will pay the Consultant a cash fee of $28,000 in connection with the sale of the Securities.

The description of the Consulting Agreement is qualified in its entirety by reference to the Consulting Agreement, the full text of which was filed as Exhibit 10.1 to the Form 8-K filed on September 25, 2013.

The Securities were offered and sold to subscribers in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933, as amended, and Rule 506(b) promulgated thereunder. Each of the persons and/or entities receiving the Securities represented itself as an accredited investor (as defined by Rule 501 under the Securities Act of 1933, as amended). The Securities referred to herein have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN

OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

The information set forth in response to Item 1.01 of this Form 8-K is incorporated by reference in response to this Item 2.03.

-2-



ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

The information set forth in response to Item 1.01 of this Form 8-K is incorporated by reference in response to this Item 3.02.

ITEM 7.01 REGULATION FD DISCLOSURE

The information set forth in response to Item 1.01 of this Form 8-K is incorporated by reference in response to this Item 7.01.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial statements: None.

(b) Pro forma financial information: None.

(c) Shell company transactions: None.

(d) Exhibits: None. -3-


For more stories on investments and markets, please see HispanicBusiness' Finance Channel



Source: Edgar Glimpses


Story Tools