crgs20190815

0001437749-19-017147.txt : 20190820 0001437749-19-017147.hdr.sgml : 20190820 20190820073040 ACCESSION NUMBER: 0001437749-19-017147 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190816 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20190820 DATE AS OF CHANGE: 20190820 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CurAegis Technologies, Inc. CENTRAL INDEX KEY: 0001063197 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 161509512 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24455 FILM NUMBER: 191037860 BUSINESS ADDRESS: STREET 1: 1999 MT. READ BLVD. STREET 2: BUILDING #3 CITY: ROCHESTER STATE: NY ZIP: 14615 BUSINESS PHONE: 585-254-1100 MAIL ADDRESS: STREET 1: 1999 MT. READ BLVD. STREET 2: BUILDING #3 CITY: ROCHESTER STATE: NY ZIP: 14615 FORMER COMPANY: FORMER CONFORMED NAME: TORVEC INC DATE OF NAME CHANGE: 19980610 8-K 1 crgs20190815_8k.htm FORM 8-K crgs20190815_8k.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):

August 20, 2019 (August 16, 2019)

CurAegis Technologies, Inc.

(Exact name of registrant as specified in its charter)

New York	000-24455	16-1509512
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1999 Mt. Read Blvd, Bldg. 3, Rochester, New York		14615
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:

585-254-1100

Not Applicable

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 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None.	N/A	N/A

Item 1.01	Entry into a Material Definitive Agreement
Item 2.03	Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item 3.02	Unregistered Sales of Equity Securities

This Current Report on Form 8-K of CurAegis Technologies, Inc. (the "Company”) reports the August 16, 2019 investment made by Richard A. Kaplan, the Company’s Chief Executive Officer and a director. On August 16, 2019, Richard A. Kaplan, the Chief Executive Officer and a director of the Company, purchased $200,000 principal amount of the company’s 6% 2019 Senior Convertible Promissory Notes and the corresponding shares of common stock.

The Company is currently offering up to $2.5 million aggregate principal amount of 6% 2019 Senior Convertible Promissory Notes and 750,000 shares of common stock (the “2019 Convertible Notes and Shares”) in a private placement. During the period from May 28, 2019 to August 16, 2019, the Company issued $550,000 aggregate principal amount of 6% 2019 Senior Convertible Promissory Notes, and 3,666,667 shares of common stock, in connection with the 2019 Convertible Notes and Shares.

The 2019 Convertible Notes and Shares are included in a private placement exempt from registration under the Securities Act and Rule 506 thereunder. Each purchaser is an accredited investor. Such securities will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This report does not constitute an offer for the sale of any securities. The descriptions of the 2019 Convertible Notes and Shares, and the securities purchase agreement pursuant to which the 2019 Convertible Notes and Shares are offered, are qualified in their entirety by reference to the securities purchase agreement and the 6% Senior Convertible Promissory Notes, copies of which are attached as Exhibits 4.1 and 4.2 hereto and incorporated by reference herein.

Item 9.01

Financial Statements and Exhibits

4.1	Form of Securities Purchase Agreement (incorporated by reference to Exhibit 4.1 to CurAegis Technologies, Inc. Current Report on Form 8-K filed with the SEC on June 3, 2019).

4.2	Form of 6% 2019 Senior Convertible Promissory Note (incorporated by reference to Exhibit 4.2 to CurAegis Technologies, Inc. Current Report on Form 8-K filed with the SEC on June 3, 2019).

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 hereunto duly authorized.

	CurAegis Technologies, Inc.


August 20, 2019	By:	/s/ Kathleen A. Browne
		Kathleen A. Browne
		Chief Financial Officer