CervoMed Inc. — Capital/Financing Update 2000

Mar 24, 2000

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) March 9, 2000 Titan Motorcycle Co. of America -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Nevada 000-24477 86-0776876 - ---------------------------- ------------ ------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 2222 West Peoria Avenue, Phoenix, Arizona 85029 ------------------------------------------------------------ (Address of Principal Executive Offices, including Zip Code) Registrant's telephone number, including area code (602) 861-6977 ----------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS. On March 9, 2000, Titan Motorcycle Co. of America sold 1,500 shares of Titan's Series B Convertible Preferred Stock and a warrant to purchase 187,500 shares of Titan's common stock to Advantage Fund II Ltd. and 500 shares of Titan's Series B Convertible Preferred Stock and a warrant to purchase 62,500 shares of Titan's common stock to Koch Investment Group Limited in a private placement for a total of $2,000,000 in gross proceeds to Titan. Unless shareholder approval is obtained, the Series B Convertible Preferred Stock is convertible at any time into a maximum of 2,577,000 shares of Titan's common stock for Advantage Fund and 859,000 shares of Titan's common stock for Koch. For the first year after issuance, the Series B Convertible Preferred Stock is convertible at a fixed conversion price of $1.75. Thereafter, the conversion price is adjusted every six months to be the lesser of (a) the prior conversion price or (b) the average market price for the ten days prior to the adjustment date. The conversion price is subject to further adjustment under certain circumstances. The number of shares of common stock underlying the Series B Convertible Preferred Stock is subject to adjustment for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to Titan's common stock. Titan has the right to redeem the Series B Convertible Preferred Stock at a premium and under some circumstances at the market price of its common stock that the Series B Convertible Preferred Stock would otherwise be convertible into. Subject to certain restrictions in subordination agreements with Titan's bank, Wells Fargo Bank, N.A., Advantage Fund and Koch each have the right to force Titan to redeem the Series B Convertible Preferred Stock at a premium upon the occurrence of any of the following events: 1. There is no closing bid price of Titan's common stock for five consecutive trading days; 2. Titan's common stock ceases to be listed for trading on a market or exchange; 3. The inability for 30 or more days (whether or not consecutive) of any holder of Series B Convertible Preferred Stock to sell its common stock issuable upon conversion of the Series B Convertible Preferred Stock pursuant to an effective registration statement; 4. Titan defaults under any of the agreements relating to the sale of the Series B Convertible Preferred Stock; 5. Certain business combination events; and 6. The adoption of any amendment to Titan's Articles of Incorporation materially adverse to the holders of the Series B Convertible Preferred Stock without the consent of the majority of the holders of the Series B Convertible Preferred Stock. The net proceeds of the offering will be used for working capital and general corporate purposes. -2- The terms of the private placement are set forth in full in the Subscription Agreements attached as Exhibits 10.1 and 10.2 to this report. The rights and preferences of the Series B Convertible Preferred Stock are set forth in full in the Certificate of Designations attached as Exhibit 4.1 to this report. The warrants are subject to the terms and conditions of the Warrants attached as Exhibits 4.2 and 4.3 to this report. Under Registration Rights Agreements attached as Exhibits 4.5 and 4.6 to this report, Titan has agreed to prepare and file with the Securities and Exchange Commission a registration statement covering the resale of the shares underlying the Series B Convertible Preferred Stock and warrants. In connection with the placement of Titan's Series B Convertible Preferred Stock, Titan issued a warrant to purchase 12,500 shares of Titan's common stock to certain designees of Reedland Capital Partners. Reedland acted as placement agent for the Series B Convertible Preferred Stock. The 12,500 shares of Titan's common stock issuable upon exercise of the warrant to Reedland's designees will be included in the registration statement covering the resale of the shares underlying the Series B Convertible Preferred Stock and warrants held by Advantage Fund and Koch. The warrants issued to Advantage Fund, Koch and Reedland's designees are exercisable for a period of five years at an exercise price of $2.00 per share. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (C) EXHIBITS. EXHIBIT NUMBER DESCRIPTION - ------ ----------- 4.1 Certificate of Designations of the Series B Convertible Preferred Stock, dated March 1, 2000 4.2 Warrant issued to Advantage Fund II Ltd., dated March 9, 2000 4.3 Warrant issued to Koch Investment Group Limited, dated March 9, 2000 4.4 Form of Warrant issued to Reedland Capital Partners and others, dated March 7, 2000 4.5 Registration Rights Agreement with Advantage Fund II Ltd., dated as of March 7, 2000 4.6 Registration Rights Agreement with Koch Investment Group Limited, dated as of March 7, 2000 10.1 Subscription Agreement with Advantage Fund II Ltd., dated as of March 7, 2000 10.2 Subscription Agreement with Koch Investment Group Limited., dated as of March 7, 2000 -3- 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. Titan Motorcycle Co. of America By: /s/ Francis S. Keery -------------------------------- Francis S. Keery Chief Executive Officer Dated: March 24, 2000