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: March 15, 2019 (Date of earliest event reported)
| CAPSTONE THERAPEUTICS CORP. |
(Exact name of registrant as specified in its charter)
| Delaware | 000-21214 | 86-0585310 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) |
(I.R.S. Employer Identification No.) |
| 1275 West Washington Street, Suite 104, Tempe, Arizona | 85281 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
(602) 286-5520
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 (see General Instruction A.2. below):
| [ ] | 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. ☐
Section 1 – Registrant’s Business and Operations
| Item 1.01. | Entry into a Material Definitive Agreement |
As described in Item 2.03 below, on March 15, 2019 Capstone Therapeutics Corp. ("we," our," "us" or the “Company”) and BP Peptides, LLC (“Brookstone" or ” Buyer”), entered into the Second Amendment to the Securities Purchase, Loan and Security Agreement (the “Second Amendment”) which provides additional funding for our operations up to a Maximum Amount of $500,000. Any additional amounts advanced will be added to the current Loan and subject to the same terms and conditions. At Brookstone’s sole discretion, the Maximum Amount may be increased to an amount not exceeding $700,000 (See the Second Amendment attached as Exhibit 10.1 to this Current Report on Form 8-K). Brookstone currently owns 18,541,197 shares of our common stock, which represents approximately 34.1% of our 54,385,411 outstanding common shares and a warrant to purchase up to of 6,321,930 shares of our common stock, with a per share exercise price of $.075, exercisable to October 15, 2025.
Section 2 – Financial Information
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
As described in our Current Report on Form 8-K filed with the Securities and Exchange Commission on July 17, 2017, on July 14, 2017, the Company entered into a Securities Purchase, Loan and Security Agreement (the “Agreement”) with Brookstone to provide funding for our operations.
Pursuant to the Agreement, Brookstone funded an aggregate of $3,440,000, of which $1,102,500 was for the purchase of 13,500,000 newly issued shares of the Company’s Common Stock, and $2,427,500 was in the form of a secured loan, due October 14, 2020. The secured loan bears interest at 6% per annum, with interest payable quarterly, and is secured by a security interest in all of our assets. As part of the Agreement, the Company and Brookstone entered into a Registration Rights Agreement granting Brookstone certain demand and piggyback registration rights.
Copies of the Agreement, Registration Rights Agreement and the Promissory Note were filed with our Current report on Form 8-K filed with the Securities and Exchange Commission on July 17, 2017 as Exhibits 10.1 through 10.3.
As described in our Current Report on Form 8-K filed with the Securities and Exchange Commission on February 1, 2018, on January 30, 2018 the Company and Brookstone entered into the First Amendment to the Securities Purchase, Loan and Security Agreement (the “First Amendment”) which provides for deferral of the payment of interest due under the Loan until October 15, 2020. As part of the First Amendment, the Company issued to Brookstone, a warrant to purchase up to 6,321,930 shares with a per share exercise price of $.075. The warrants vest in quarterly amounts (See Schedule 1to the Warrant to Purchase Common Stock) and are exercisable to October 15, 2025. Copies of the First Amendment and the Warrant to Purchase Common Stock are filed with our Current Report on Form 8-K filed with the Securities and Exchange Commission on February 1, 2018 as Exhibits 10.1 and 10.2.
As part of the First Amendment, the Parties agreed that the Company may from time to time request that BP Peptides, LLC make additional advances to the Company to fund continuing operations through October 15, 2020, as determined by the Company and approved by its Board of Directors, which requests the Buyer will consider in its sole discretion. Any such amounts so advanced shall be added to the principal amount of the Loan.
On March 15, 2019, the Company and Brookstone, entered into the Second Amendment to the Securities Purchase, Loan and Security Agreement (the “Second Amendment”) which provides additional funding for our operations up to a Maximum Amount of $500,000. Any additional amounts advanced will be added to the current Loan and subject to the same terms and conditions. At Brookstone’s sole discretion, the Maximum Amount may be increased to an amount not to exceed $700,000.
A copy of the Second Amendment is filed with this Current Report on Form 8-K filed with the Securities and Exchange Commission on March 19, 2019 as Exhibit 10.1,and is incorporated into this Item 2.03 by this reference.
Section 9 – Financial Statements and Exhibits
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits | |
| Exhibit No. | Description | |
| 10.1 | Second Amendment to Securities Purchase, Loan and Security Agreement dated March 15, 2019, by and between Capstone Therapeutics, Corp. and BP Peptides, LLC. |
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.
| Dated: March 19, 2019 | CAPSTONE THERAPEUTICS CORP. | |
| /s/ John M. Holliman, III | ||
| John M. Holliman, III | ||
| Executive Chairman and CEO | ||
Exhibit Index
| Exhibit No. | Description | |
| 10.1 | Second Amendment to Securities Purchase, Loan and Security Agreement dated March 15, 2019, by and between Capstone Therapeutics, Corp. and BP Peptides, LLC. |
Exhibit 10.1
Second AMENDMENT TO
SECURITIES PURCHASE, LOAN AND SECURITY AGREEMENT
THIS SECOND AMENDMENT TO SECURITIES PURCHASE, LOAN AND SECURITY AGREEMENT (the “Amendment”) is made as of the 15th day of March, 2019 by and between Capstone Therapeutics Corp., a Delaware corporation located at 1275 West Washington Street, Suite 104, Tempe, Arizona 85281 (the “Company”), and BP Peptides, LLC, a Delaware limited liability company located at 122 East 42nd Street, Suite 4305, New York, New York 10168 (the “Buyer”).
RECITALS
A. The Buyer and the Company entered into that certain Securities Purchase, Loan and Security Agreement dated as of July 14, 2017 (the “Purchase and Loan Agreement”), pursuant to which the Buyer made a loan to the Company (the “Loan”) in the aggregate principal amount of $2,427,500, and which provided for quarterly interest payments.
B. On January 30, 2018, the Buyer and the Company entered into that certain First Amendment to Securities Purchase, Loan and Security Agreement to provide that interest will no longer be payable quarterly and instead will all be due on the Maturity Date.
C. The Buyer and the Company now wish to further amend the terms of the Purchase and Loan Agreement as set forth below to provide for the advancement by the Buyer of additional operating capital to the Company.
IN CONSIDERATION of the mutual covenants, conditions and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed that:
1. Recitals. All of the statements contained in the Recitals above are accurate, and by this reference, are hereby incorporated into and made a part of the body of this Amendment.
2. Definitions. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to them in the Purchase and Loan Agreement.
3. Amendment.
3.1 Section 2(d) of the Purchase and Loan Agreement is hereby amended to read in its entirety as follows:
“(d) The Company may from time to time request that the Buyer make additional advances to the Company up to a maximum aggregate amount of $500,000 (“Maximum Amount”) to fund continuing operations through May 31, 2020, as determined by the Company and approved by its Board of Directors, such that the Company’s available cash (cash balance less currently payable liabilities) does not fall below $100,000. Any such request for a cash advance shall be in increments of $50,000 and be accompanied by an officer’s certificate, in a form reasonably acceptable to the Buyer, certifying that the Company is in compliance with the conditions set forth in the Purchase and Loan Agreement. Any such amounts will be transferred by Buyer to the Company within seven (7) business days. Any such amounts will be added to the principal amount of the Loan. The Buyer may, at its sole discretion, elect to increase the Maximum Amount to an amount not to exceed $700,000 upon written notice to the Company.
| 1 |
3.3 All references in the Purchase and Loan Agreement to the “Agreement” shall refer to the Purchase and Loan Agreement as amended hereby. To the extent the terms of the Note is inconsistent with the terms hereof, the Note is hereby modified to reflect the terms hereof.
4. Continuing Effect. Except as expressly modified in this Amendment, the Purchase and Loan Agreement and the Note shall remain in full force and effect.
5. Fees. Within five (5) business days following receipt of reasonably satisfactory documentation thereof, the Company shall reimburse the Buyer or its designee(s) for up to $2,500 of reasonable out-of-pocket costs and expenses incurred by the Buyer and its Affiliates in connection with the transactions contemplated by this Amendment (including, without limitation, legal fees and disbursements in connection with the documentation, negotiation and implementation of the transactions contemplated by this Amendment and due diligence in connection therewith).
6. General Provisions.
7.1 Counterparts and Telecopy Execution. This Amendment may be executed in counterpart, and any number of counterparts of this Amendment which have been executed by the Company and the Buyer shall constitute a single original. The Company’s attorney may integrate into one or more documents signature pages from documents executed in counterpart. Unless otherwise required by the Company, the telecopied or pdf signature of a person shall be deemed the original signature of that person and shall be binding for all purposes.
7.2 Ratification. The Buyer and the Company hereby ratify and confirm the Loan Agreement, as amended by this Amendment, in all respects.
7.3 Governing Law. This Amendment shall in all respects be governed by, and construed and enforced in accordance with the laws of the State of Delaware, except for its rules relating to conflicts of laws.
[SIGNATURE PAGE FOLLOWS.]
| 2 |
IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to Securities Purchase, Loan and Security Agreement as of the day and year first written above.
| BUYER: | |
| BP PEPTIDES, LLC | |
| By: /s/ Matthew Lipman | |
| Name: Matthew Lipman | |
| Title: Manager | |
| COMPANY: | |
| CAPSTONE THERAPEUTICS CORP. | |
| By: /s/ John M. Holliman_ | |
| Name: John M. Holliman, III | |
| Title: Executive Chairman |
3