SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
July 10, 2015
(Date of earliest event reported)
CTD HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
|(State or Other Jurisdiction
|(Commission File No.)||(IRS Employer|
|(Address of Principal Executive Offices)||(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 (see General Instructions 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))|
Item 1.01. Entry into a Material Definitive Agreement.
On July 10, 2015, the Registrant entered into a Securities Purchase Agreement (the “Agreement”) with five accredited investors, including one director, under which it issued 2.6 million shares (the “Shares”) of its common stock, par value $0.0001 per share (the “Common Stock”), at a purchase price of $0.50 per share, for aggregate gross proceeds to the Registrant of $1.3 million (the “Private Placement”).
The proceeds of the transaction will be used for the development of the Registrant’s Trappsol® Cyclo™ orphan drug, implementation of the Registrant’s international clinical trial program and development of the third-generation Trappsol Cyclo product. Trappsol Cyclo is used to treat Niemann-Pick Type C, a rare and fatal genetic condition that typically develops in children under 10 years of age.
Scarsdale Equities, LLC (“Scarsdale”) acted as financial advisor to the Registrant in connection with the Private Placement. Under its engagement letter with Scarsdale, the Registrant will pay a fee to Scarsdale in an amount equal to 6% of the proceeds of the Private Placement. In addition, Scarsdale will be entitled to receive seven-year warrants to purchase 156,000 shares of Common Stock at an exercise price of $0.50 per share.
This summary of the Agreement is qualified in its entirety by reference to the Agreement attached as an exhibit to this report.
This report contains "forward-looking statements" about the Registrant’s current plans and expectations about future results, performance, prospects and opportunities. Statements that are not historical facts, such as statements pertaining to the Registrant’s regulatory and other plans for its Trappsol® Cyclo™ product, are forward-looking statements. These statements are subject to a number of risks, uncertainties and other factors that could cause actual results in future periods to differ materially from what is expressed in, or implied by, these statements. The factors which may influence the Registrant’s future performance include its ability to obtain additional capital to expand operations as planned, success in attracting additional customers and profitable contracts, and regulatory risks associated with producing food and pharmaceutical grade products. These and other risk factors are described from time to time in the Registrant’s filings with the Securities and Exchange Commission, including, but not limited to, its reports on Forms 10-K and 10-Q. Unless required by law, the Registrant assumes no obligation to update or revise any forward-looking statements as a result of new information or future events.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth above under Item 1.01 is incorporated into this Item 3.02 by reference. The Shares were issued in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended, by virtue of the private placement exemption in section 4(a)(2) of that Act and/or the provisions of Regulation D promulgated thereunder.
|Item 7.01 Regulation FD Disclosure|
On July 13, 2015, the Registrant issued a press release announcing the Private Placement, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
|Item 9.01 Financial Statements and Exhibits|
|10.1||Securities Purchase Agreement dated as of July 10, 2015, between and among CTD Holdings, Inc. and the purchasers named therein|
|99.1||Press release dated July 13, 2015|
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.
|CTD HOLDINGS, INC.|
|By:||/s/ Jeffrey L. Tate|
|Name:||Jeffrey L. Tate, Ph.D.|
|Title:||Chief Executive Officer|
Date: July 13, 2015
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