Cyclo Therapeutics Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits

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On August 21, 2024, Cyclo Therapeutics, Inc., a Nevada corporation (the “Company”), entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”), by and among the Company; Rafael Holdings, Inc., a Delaware corporation (“Rafael”); Tandem Therapeutics, Inc., a Nevada corporation and a wholly-owned subsidiary of Rafael (“First Merger Sub”); and Tandem Therapeutics, LLC, a Nevada limited liability company and a wholly-owned subsidiary of Rafael (“Second Merger Sub”), pursuant to which: (i) First Merger Sub will merge with and into the Company, with the Company being the surviving entity (the “First Merger”), and (ii) immediately following the First Merger, the Company will merge with and into Second Merger Sub, with Second Merger Sub being the surviving entity of the subsequent merger (the “Second Merger” and together with the First Merger, the “Merger”). The Merger is subject to the satisfaction or waiver of several conditions set forth in the Merger Agreement and the approval of the Company’s and Rafael’s respective stockholders. Rafael is the holder of approximately 39.5% of the Company’s outstanding common stock, par value $0.0001 per share (the “Common Stock”).

 

In connection with the Merger, Rafael filed a registration statement on Form S-4 with the Securities and Exchange Commission (the “SEC”) on October 9, 2024, as amended on November 22, 2024, December 20, 2024 and January 10, 2025 (File Number 333-282558) (the “Form S-4”). The Merger Agreement provides that it may terminate or be terminated in certain circumstances, including in the event that the SEC has not declared the Form S-4 effective under the Securities Act of 1933, as amended (the “Securities Act”) by February 15, 2025 (the “Merger Agreement End Date”). Accordingly, on February 4, 2025, the Company and Rafael entered into an Amendment No. 2 to Agreement and Plan of Merger (the “Amendment No. 2 to Merger Agreement”), pursuant to which the Merger Agreement End Date was extended from February 15, 2025 to March 31, 2025.

 

The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of (i) the Merger Agreement, which the Company filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on August 22, 2024, and (ii) the Amendment to Agreement and Plan of Merger, dated December 18, 2024, by and between the Company and Rafael, which the Company filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on December 23, 2024. The foregoing description of the Amendment No. 2 to Merger Agreement is qualified in its entirety by reference to the actual terms thereof contained in the Amendment No. 2 to Merger Agreement, which is being filed as Exhibit 2.1 to this Current Report on Form 8-K, and such terms are incorporated herein by reference.

 

 

On February 4, 2025, the Company entered into an Eighth Amended and Restated Note Purchase Agreement (the “Agreement”) with Rafael 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 Seventh Amended and Restated Note Purchase Agreement (the “January Agreement”), dated January 3, 2025, by and between the Company and Rafael, pursuant to which the Company issued and sold a convertible promissory note in the principal amount of $3,000,000.00 (the “January Note”) to Rafael. The January Agreement amended and restated the Sixth Amended and Restated Note Purchase Agreement (the “December Agreement”), dated December 5, 2024, by and between the Company and Rafael, pursuant to which the Company issued and sold a convertible promissory note in the principal amount of $1,000,000.00 (the “December Note”) to Rafael. The December Agreement amended and restated the Fifth Amended and Restated Note Purchase Agreement (the “November Agreement”), dated November 7, 2024, by and between the Company and Rafael, pursuant to which the Company issued and sold a convertible promissory note in the principal amount of $2,000,000.00 (the “November Note”) to Rafael. The November Agreement had amended and restated the Fourth Amended and Restated Note Purchase Agreement (the “October Agreement”), dated October 8, 2024, by and between the Company and Rafael, pursuant to which the Company issued and sold a convertible promissory note in the principal amount of $3,000,000.00 (the “October Note”) to Rafael. The October Agreement had amended and restated the Third Amended and Restated Note Purchase Agreement (the “September Agreement”), dated September 9, 2024, by and between the Company and Rafael, pursuant to which the Company issued and sold a convertible promissory note in the principal amount of $3,000,000.00 (the “September Note”) to Rafael. The September Agreement had amended and restated the Second Amended and Restated Note Purchase Agreement (the “August Agreement”), dated August 21, 2024, by and between the Company and Rafael, pursuant to which the Company issued and sold a convertible promissory note in the principal amount of $3,000,000.00 (the “August Note”) to Rafael. The August Agreement had amended and restated the Amended and Restated Note Purchase Agreement (the “July Agreement”), dated July 16, 2024, by and between the Company and Rafael, pursuant to which the Company issued and sold a convertible promissory note in the principal amount of $2,000,000.00 (the “July Note”) to Rafael. The July Agreement had amended and restated the Note Purchase Agreement, dated June 11, 2024, by and between the Company and Rafael, pursuant to which the Company issued and sold an initial convertible promissory note in the principal amount of $2,000,000.00 (the “June Note,” and together with the July Note, the August Note, the September Note, the October Note, the November Note, the December Note and the January Note, the “Prior Notes”) to Rafael. The Note matures on March 31, 2025 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 the 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 (provided, however, that if the Sale Transaction occurs pursuant to the Merger Agreement (as defined below), the outstanding principal balance of the Note, together with any accrued and unpaid interest thereon, shall be discharged in full and the Company will not be required to make any further payments to Rafael pursuant to the terms thereof), 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 the Note or any of the Prior Notes, when due, the obligations of the Company under the Note and each of the Prior Notes 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.

 

 

Rafael is the holder of the Prior Notes, each of which has a maturity date of February 15, 2025.

 

On February 4, 2025, the Company entered into an Amendment No. 2 to Convertible Promissory Notes (the “Amendment No. 2 to Notes”) with Rafael, pursuant to which each of the Prior Notes was amended to extend the maturity date thereunder from February 15, 2025 to March 31, 2025.

 

The foregoing description of the Amendment No. 2 to Notes is qualified in its entirety by reference to the actual terms thereof contained in the Amendment No. 2 to Notes, which is being filed as Exhibit 10.3 to this Current Report on Form 8-K, and such terms are incorporated herein by reference.

 

 

The information contained under the headings “Eighth Amended and Restated Note Purchase Agreement” and “Amendment to Prior Notes” in Item 1.01 above is hereby incorporated by reference into this Item 2.03.

 

 

(d) Exhibits

 

 

+Filed herewith.

 

 

 

 

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.