UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): April 12, 2022 (
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices, including Zip Code)
(Registrant’s telephone number, including area code)
(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)) | |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None | - | - |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (?230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Explanatory Note
This Form 8-K/A is being filed as an amendment (the “Amendment”) to the Current Report on Form 8-K filed by Kraig Biocraft Laboratories, Inc. with the Securities and Exchange Commission on January 20, 2022.
When used in this Current Report on Form 8-K, the terms “company”, “Kraig”, “we,” “us,” “our” and similar terminology, reference Kraig Biocraft Laboratories, Inc.
| Item 1.01 | Entry into a Material Definitive Agreement. |
On January 18, 2022, we entered into a securities purchase agreement with YA II PN, LTD., a Cayman Islands exempt company (“Yorkville”), pursuant to which Yorkville purchased secured convertible debentures (the “Securities Purchase Agreement”) in the aggregate principal amount of USD$3,000,000. Following our entry into the Securities Purchase Agreement, on January 18, 2022, in connection with the initial closing of the Securities Purchase Agreement, we issued the first Convertible Debenture to Yorkville in the principal amount of $1,500,000.
Following fulfillment of the requirements in the Securities Purchase Agreement, on April 12, 2022, we issued the second Convertible Debenture to Yorkville in the amount of $1,500,000.
The foregoing description of the transactions reported herein does not purport to be complete and is qualified in its entirety by reference to the Securities Purchase Agreement and form of Convertible Debentures, which were attached to our initial Form 8-K reporting these transactions on January 20, 2022 and are incorporated herein by reference.
This disclosure does not constitute an offer to sell, or the solicitation of an offer to buy nor shall there be any sales of the Company’s securities in any state in which such offer, solicitation or sale would be unlawful. The securities mentioned herein have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act and applicable state securities laws.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The disclosures set forth in Item 1.01 of this Current Report are incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. | Description | |
| 4.1 | Form of Convertible Debenture (previously filed on January 20, 2022) | |
| 10.1 | Securities Purchase Agreement Dated March 26, 2021 (previously filed on January 20, 2022) | |
| 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.
Date: April 12, 2022
| KRAIG BIOCRAFT LABORATORIES, INC. | ||
| By: | /s/ Kim Thompson | |
| Kim Thompson | ||
| Chief
Executive Officer, Chief Financial Officer and Director | ||