UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): June 21, 2019
MEDICAL INNOVATION HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
| Colorado | 000-27211 | 84-1469319 |
| (State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
5805 State Bridge Road, Suite G-328, Duluth, GA 30097
(Address of Principal Executive Offices)
(866) 883-3793
(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 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))
Securities registered pursuant to Section 12(b): None
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 x
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 Entry into a Material Definitive Agreement
On June 21, 2019, Medical Innovation Holdings, Inc. (the “Company”) entered into a Securities Purchase Agreement and 8% Convertible Redeemable Promissory Note with Eagle Equities, LLC (“Eagle Equities”) for $33,500 (“Convertible Promissory Note”). The Convertible Promissory Note is due June 21, 2020 and will not be eligible for conversion to free trading shares until six (6) months after the issuance of the Convertible Promissory Note unless such shares are covered by a resale registration statement. The principal and accrued interest under the Convertible Promissory Note will be convertible into shares of common stock of the Company at a 50% discount to the lowest trading price during the previous 20 trading days prior to the applicable conversion date. The Company will provide and maintain a transfer agent reserve of equal to 4x the discount value of the Convertible Promissory Note. If the Company fails to maintain the share reserve at the 4x discount of the note 60 days after the issuance of the note, the conversion discount shall be increased by 10%. During the first 30 days after funding, the Convertible Promissory Note may be prepaid (in whole or in part) at 125% of the face amount plus any accrued interest. This shall increase by 5% every 30 days for the next 150 days. In no event, however, may the Convertible Promissory Note be prepaid after the six-month anniversary.
Item 2.03 Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The disclosures under Item 1.01 of this Current Report on Form 8-K.
Item 3.02 Unregistered Sales of Equity Securities
The information set forth in Item 1.01 is incorporated by reference into this Item 3.02.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
| Exhibit No. | Exhibits | |
| 10.1 | Securities Purchase Agreement | |
| 10.2 | Convertible Redeemable Promissory Note |
| 1 |
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.
Medical Innovation Holdings, Inc.
By:
/s/ Redgie Green
____________________
Redgie Green
Title: Interim CEO
Date: July 9, 2019
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