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
Date of Report (Date of earliest event reported) August 28, 2019
NASCENT BIOTECH, INC. |
(Exact name of registrant as specified in its charter) |
Nevada | | 000-55299 | | 45-0612715 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
6330 Nancy Ridge Drive, Suite 105, San Diego, CA | | 92121 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code (612) 961-5656
N/A |
(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:
¨ 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 Contract
On August 28, 2019, Nascent Biotech, Inc. (the “Company”) entered into a Common Stock Purchase Agreement (“CSPA”) with Triton Funds, LP, a Delaware limited partnership (“Triton”), an unrelated third party. Triton agreed to invest $1 million in the Company in the form of common stock purchases. Subject to the terms and conditions set forth in the CSPA, the Company agreed to sell to Triton common shares of the Company having an aggregate value of One Million Dollars ($1,000,000). The Company may, in its sole discretion, deliver a Purchase Notice to Triton which states the dollar amount of shares which the Company intends to sell to the Investor. The price of the shares to be sold will depend on, among other things, the market price of the Company’s stock at the time that the purchase notice is delivered.
Triton’s obligation to purchase securities is conditioned on certain factors including, but not limited, to the Company having an effective registration available for resale of the securities being purchased and Triton’s ownership not exceeding 9.9% of the issued and outstanding shares of the Company at any time.
In connection with the CSPA, the Company also entered into a Registration Rights Agreement obligating the Company to register the shares being sold. Triton’s manager, Triton Funds, LLC, received 250,000 shares of the Company’s common stock which will be registered pursuant to the Registration Rights Agreement.
The foregoing descriptions of the terms of the CSPA and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by the complete text of the documents attached as, respectively, Exhibits 10.1 and 10.2 to this Current Report on Form 8-K.
Item 2.03 Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
__________
*filed herewith
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.
NASCENT BIOTECH, INC. | |
| |
/s/ Sean Carrick | |
Sean Carrick | |
President | |
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Date: September 5, 2019 | |