UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant
to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
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| Item 1.01 | Entry into a Material Definitive Agreement |
On November 1, 2021, Theralink Technologies, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “SPA”) with two investors (the “Investors”) pursuant to which the Investors agreed to purchase convertible notes (“Notes”) and accompanying warrants (“Warrants”) for an aggregate investment amount of $1,000,000.00. The SPA contains customary representations, warranties, and covenants of the Company and Investors as detailed therein.
The Notes have an aggregate face value of $1,000,000 and each Note bears interest at a rate of 8% per annum (which shall increase to 10% per year upon the occurrence of an “Event of Default” (as defined in the Notes)) and shall mature on November 1, 2026 (the “Maturity Date”). The Notes will be funded in two tranches on November 1, 2021 and December 1, 2021. The Notes are convertible into shares of the Company’s common stock at a conversion price equal to $0.00366 per share for any amount of principal and accrued interest remaining outstanding (subject to adjustment as provided therein). The Company may prepay the Notes at any time in an amount equal to 110% of outstanding principal balance and accrued interest.
In connection with each Note, the Investors were issued Warrants to purchase an amount of common stock equal to 20% of the shares of common stock issuable upon conversion of the Notes at an exercise price of $0.00366 per share (subject to adjustment as provided therein) until November 1, 2026. The Warrants are exercisable for cash at any time.
The foregoing description of the SPA, the Notes, and the Warrants does not purport to be complete, and is qualified in its entirety by reference to Exhibits 4.1, 4.2, and 10.1 hereto, which are incorporated by reference herein.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
Information concerning the Company’s issuance of the Notes as set forth in Item 1.01 above is incorporated herein to this Item 2.03 by this reference.
| Item 3.02 | Unregistered Sales of Equity Securities |
Information concerning the Company’s issuance of the Notes and the Warrant as set forth in Item 1.01 above is incorporated herein to this Item 3.02 by this reference.
The Notes, Warrants and the shares issuable upon the conversion of the Notes or the exercise of the Warrants are not registered under the Securities Act of the 1933, as amended (the “Securities Act”), or any state securities laws. The Company has relied on the exemption from the registration requirements of the Securities Act by virtue of Section 4(a)(2) thereof and/or Rule 506 of Regulation D thereunder. In connection with each Investor’s execution of the SPA, each Investor represented to the Company that it is an “accredited investor” as defined in Regulation D of the Securities Act and that the securities being purchased by it are being acquired solely for its own account and for investment purposes and not with a view to the future sale or distribution.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit No. | Description | |
| 4.1 | Form of Convertible Promissory Note, dated November 1, 2021 | |
| 4.2 | Form of Common Stock Purchase Warrant, issued November 1, 2021 | |
| 10.1 | Securities Purchase Agreement, dated November 1, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| THERALINK TECHNOLOGIES, INC. | ||
| By: | /s/ Thomas Chilcott | |
| Name: | Thomas Chilcott | |
| Title: | Chief Financial Officer | |
| Date: | November 5, 2021 |