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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
July 16, 2024
Date of Report (Date of earliest event reported)
CYCLO THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
Nevada
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001-39780
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59-3029743
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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6714 NW 16th Street, Suite B
Gainesville, Florida
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32653
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(Address of principal executive offices)
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(Zip Code)
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(386) 418-8060
Registrant’s telephone number, including area code
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $.0001 per share
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CYTH
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The Nasdaq Stock Market LLC
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Warrants to purchase Common Stock
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CYTHW
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The Nasdaq Stock Market LLC
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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. ☐
Item 1.01.
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Entry into a Material Definitive Agreement.
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On July 16, 2024, Cyclo Therapeutics, Inc., a Nevada corporation (the “Company”), entered into an Amended and Restated Note Purchase Agreement (the “Agreement”) with Rafael Holdings, Inc., a Delaware corporation (“Rafael”), the holder of approximately 31.5% of the Company’s outstanding common stock, par value $0.0001 per share (the “Common Stock”), pursuant to which the Company issued and sold a convertible promissory note in the principal amount of $2,000,000.00 (the “Note”) to Rafael. The Agreement amends and restates the Note Purchase Agreement, dated June 11, 2024, by and between the Company and Rafael, pursuant to which the Company issued and sold another convertible promissory note in the principal amount of $2,000,000.00 (the “Prior Note”) to Rafael. The Note matures on November 11, 2024 and bears interest at a rate of 5% per annum, payable upon maturity. The Note may be prepaid by the Company in full at any time. The principal amount of the Note is convertible into shares of Common Stock, prior to the repayment of the Note, at the option of Rafael; automatically if the Company enters into a Qualified Financing (as defined) and at the option of Rafael if a Sale Transaction (as defined) occurs prior to repayment of the Note, all at the price and on the terms and conditions set forth in the Note. Upon the occurrence of an Event of Default (as defined) under the Note, including the failure of the Company to pay the principal or interest under either the Note or the Prior Note, when due, the obligations of the Company under the Note and the Prior Note may be accelerated. The Company intends to use the proceeds of the Note for working capital and general corporate purposes.
The descriptions of the Agreement and the Note are qualified in their entirety by reference to the actual terms thereof contained in the Agreement and the Note which are being filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K, and such terms are incorporated herein by reference.
Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The information contained in Item 1.01 above is hereby incorporated by reference into this Item 2.03.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
Exhibit
No.
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Description
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10.1
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10.2
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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+Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CYCLO THERAPEUTICS, INC.
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Date: July 17, 2024
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By:
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/s/ N. Scott Fine
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N. Scott Fine, Chief Executive Officer
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