Washington, D.C. 20549




Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934



Date of Report (Date of earliest event reported)      August 27, 2020          



(Exact name of registrant as specified in charter)


Florida   000-25466   59-3029743
(State or other Jurisdiction of Incorporation or Organization)   (Commission File Number)   (IRS Employer Identification No.)


  6714 NW 16th Street, Suite B, Gainesville, Florida 32563  
  (Address of Principal Executive Offices) (zip code)  



  (Registrant’s telephone  
  number, including area code)  


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of 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(b) under the Exchange Act (17 CFR 240.14a-12(b))


☐   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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

Trading Symbol(s)

Name of each exchange on which registered





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. ☐ 




Item 3.02 Unregistered Sale of Equity Securities.

On August 27, 2020, Cyclo Therapeutics, Inc. (the “Company”), completed a private placement of its securities to a group of accredited investors (the “Private Placement”) that included several directors of the Company and members of management. Investors in the Private Placement purchased 28,311,140 “Units” at a price of $0.10 per Unit, resulting in gross proceeds to the Company of $2,831,114. Each Unit consisted of one share of Common Stock and a seven-year warrant (“Warrant”) to purchase one share of Common Stock at an exercise price of $0.15 per share.


The sale of Common Stock in the Private Placement was exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant Section 4(a)(2) thereof and Rule 506 of Regulation D promulgated thereunder.  The Company did not utilize a financial adviser or placement agent in connection with the Private Placement.


Item 9.01. Financial Statements and Exhibits.


(d)     Exhibits.


Exhibit 4.1          Form of Warrant issued in the Private Placement






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.


Cyclo Therapeutics, Inc.


Date: September 2, 2020


By: /s/ N. Scott Fine

N. Scott Fine 

Chief Executive Officer