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 15, 2012
TRANSBIOTEC, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 000-53316 26-0731818
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
3030 Old Ranch Parkway, Suite 350
Seal Beach, CA 90740
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (562) 280-0483
N/A
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(Former name or former address if changed since last report)
Item 1.01. Entry Into a Material Definitive Agreement.
Equity Line of Credit
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On August 15, 2012, the Company entered into an Investment Agreement (the
"Agreement") with Kodiak Capital Group, LLC ("Kodiak") in order to establish a
possible source of funding for the Company. The Agreement establishes what is
sometimes referred to as an equity line of credit.
Under the Agreement, Kodiak will provide the Company with up to $3,000,000
of funding. During the term of the equity line, the Company may request a
drawdown under the equity line by selling shares of its common stock to Kodiak,
and Kodiak will be obligated to purchase the shares. However, the Company is
under no obligation to request any drawdowns under the equity line. There must
be a minimum of seven trading days between each drawdown request. Kodiak will
only be obligated to purchase the shares if a Registration Statement registering
the shares has been declared effective by the Securities and Exchange
Commission.
The Company may request a drawdown by sending a drawdown notice to Kodiak,
stating the dollar amount of the shares it will sell to Kodiak. The purchase
price for the shares to be sold will be equal to 75% of the lowest closing bid
price of the Company's common stock during the five days following a drawdown
request. Within seven days of the drawdown request, the Company will issue
shares to Kodiak in an amount equal to the dollar amount of the drawdown divided
by the purchase price.
There is no minimum amount the Company can draw down at any one time. The
maximum amount the Company can draw down at any one time is $3,000,000.
Notwithstanding the above, in no event shall Kodiak be required to purchase that
number of shares which, when added to the number of shares of common stock
beneficially owned by Kodiak, would exceed 9.99%of the number of shares of the
Company's common stock outstanding on any closing date.
Termination of the Agreement
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The Agreement will be terminated:
o When Kodiak has purchased $3,000,000 of the Company's common stock
pursuant to the Agreement;
o 12 months following the date that a Registration Statement registering
the shares becomes effective with the Securities and Exchange
Commission; or
o Upon written notice of the Company to Kodiak.
The Agreement may be terminated:
o In the event that either party commits a material breach of the
Agreement; or
o Either party becomes insolvent.
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General
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Upon execution of the Agreement, the Company agreed to:
o issue Kodiak 1,500,000 shares of its common stock; and
o pay Kodiak a $5,000 document preparation fee.
Pursuant to the Agreement each of the parties will indemnify one another
and the respective party's shareholders, officers, directors, employees and
agents from and against any actions arising from a party's breach of the
Agreement.
Item 9.01. Financial Statements and Exhibits.
Exhibit Number Description
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10.3 Investment Agreement
10.4 Registration Rights Agreement
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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: September 11, 2012
TRANSBIOTEC, INC.
By: /s/ Scott Painter
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Scott Painter, Chief Executive Officer
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