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) | September 30, 2020 |
Retractable Technologies, Inc.
(Exact name of registrant as specified in its charter)
| Texas | | 001-16465 | | 75-2599762 |
| (State or other jurisdiction | | (Commission | | (IRS Employer |
| of incorporation) | | File Number) | | Identification No.) |
| 511 Lobo Lane, Little Elm, Texas | | 75068-5295 |
| (Address of principal executive offices) | | (Zip Code) |
| Registrant's telephone number, including area code | (972) 294-1010 |
None
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock | RVP | NYSE American |
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))
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 ¨ |
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 September 30, 2020, Retractable Technologies, Inc. (the “Company”) completed an exchange under an Agreement for the Purchase and Sale of Preferred Stock (the “Agreement”) dated as of August 31, 2020 with one preferred shareholder, Sovana Cayman Islands, whereby the Company will pay the shareholder $3,000,000 million in cash over a three-year period beginning February 2021 and immediately issue 600,000 shares of Common Stock in return for 300,000 shares of Series IV Class B Convertible Preferred Stock (the “Preferred Stock”) of the Company. In addition, the Agreement provides for a transfer to the Company of all rights associated with the Preferred Stock, including $6,091,233 of dividends in arrears. Future dividend requirements to the preferred shareholder of $300,000 per year will cease.
The Common Stock is being issued in reliance on exemptions from registration provided by Sections 3(a)(9) and 18(b)(4) of the Securities Act of 1933, as amended.
A copy of the Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing description of the Agreement is a summary and does not purport to be complete and is qualified in its entirety by reference to the Agreement.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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.
| DATE: October 5, 2020 | RETRACTABLE TECHNOLOGIES, INC. |
| | (Registrant) |
| | | |
| | | |
| | BY: | /s/ JOHN W. FORT III |
| | | JOHN W. FORT III |
| | | VICE PRESIDENT, CHIEF FINANCIAL OFFICER, AND
CHIEF ACCOUNTING OFFICER |
