Capstone Holding Corp. — Capital/Financing Update 2017

Jun 30, 2017

8-K 1 f8k_063017.htm FORM 8-K

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

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Date of Report: June 29, 2017 (Date of earliest event reported)

CAPSTONE THERAPEUTICS CORP.

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(Exact name of registrant as specified in its charter)

Delaware	000-21214	86-0585310
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1275 West Washington Street, Suite 104, Tempe, Arizona	85281
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (602) 286-5520

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 (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. [ ]

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Section 2 – Financial Information

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On December 11, 2015, Capstone Therapeutics Corp. ("we," our," "us" or the “Company”) entered into a Securities Purchase Agreement (the “Agreement”) with Biotechnology Value Fund affiliated entities Biotechnology Value Fund, L.P., Biotechnology Value Fund II, L.P., Biotechnology Value Trading Fund OS, L.P., Investment 10, LLC, and MSI BVF SPV, LLC (the "Lenders”) (Included as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 15, 2015). The Lenders currently own in the aggregate approximately 19% of our outstanding Common Stock, par value $.0005 per share ("Common Stock").

P ursuant to the Agreement, the Lenders funded an aggregate of $1,000,000 of loans to us, evidenced by Convertible Promissory Notes (the “Notes”) dated December 11, 2015 and due April 30, 2017. On April 28, 2017 the Lenders entered into a Letter Agreement extending the maturity of the Notes to June 15, 2017 (Included as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 4, 2017). On June 12, 2017, the Lenders entered into the 2 nd Letter Agreement to extend the maturity of the Notes to June 30, 2017 (Included as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 15, 2017). On June 29, 2017 the Lenders entered into the 3rd Letter Agreement to extend the maturity of the Notes to July 14, 2017. The Notes bear interest at 5% per annum and are secured by a security interest in all of our assets.

A copy of the 3rd Letter Agreement is filed with this report as Exhibit 10.1 and is incorporated into this Item 2.03 by this reference.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits
Exhibit No.	Description
10.1	3rd Letter Agreement dated June 29, 2017 to the Securities Purchase Agreement dated December 11, 2015, by and among Capstone
Therapeutics, Corp. and Biotechnology Value Fund, L.P., Biotechnology Value Fund II, L.P., Biotechnology Value Trading Fund OS,
L.P., Investment 10, LLC, and MSI BVF SPV, LLC.

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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.

Dated: June 30, 2017
/s/ John M. Holliman, III
John M. Holliman, III
Executive Chairman and CEO

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Exhibit Index

Exhibit No.	Description
10.1	3rd Letter Agreement dated June 29, 2017 to the Securities Purchase Agreement dated December 11, 2015, by and among Capstone
Therapeutics, Corp. and Biotechnology Value Fund, L.P., Biotechnology Value Fund II, L.P., Biotechnology Value Trading Fund OS,
L.P., Investment 10, LLC, and MSI BVF SPV, LLC.