Current Report Filing (8-k)
21 April 2021 - 6:06AM
Edgar (US Regulatory)
UNITED
STATES
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 23, 2021
THERALINK
TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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000-52218
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20-2590810
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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15000
W. 6th Ave., #400
Golden,
CO 80401
(Address
of principal executive offices)
(888)
585-4923
(Registrant’s
telephone number, including area code)
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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act: None
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 [X]
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.
From
February 16, 2021 through April 14, 2021, Theralink Technologies, Inc., a Nevada corporation (the “Company”), agreed to sell
288,458,560 shares (the “Shares”) of its common stock, par value $0.0001 per share, at a purchase price of $0.004506713 per
share in 14 separate private placements for an aggregate purchase price of $1,300,000.
In
connection with the private placement, each investor executed a subscription agreement in the form of Exhibit 10.1 attached hereto (the
“Subscription Agreement”). In the Subscription Agreement, each investor represented to the Company, among other things, that
they were an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933
(the “Act”)). The Shares are being sold by the Company under the Subscription Agreement in reliance upon an exemption from
the registration requirements of the Act afforded by Section 4(a)(2) of the Act and/or Rule 506 of Regulation D thereunder. The private
placement was made directly by the Company and no underwriter or placement agent was engaged by the Company. The Company did not engage
in general solicitation or advertising and did not offer securities to the public in connection with such issuances.
Concurrently
with the execution of the Subscription Agreement, the Company entered into a registration rights agreement with each investor in the
form of Exhibit 10.2 attached hereto (the “Registration Rights Agreement”). The Registration Rights Agreement provides to
the investors piggyback registration rights for a period of six months following the issuance of the Shares.
The
foregoing is only a summary of the Subscription Agreement and Registration Rights Agreement and does not purport to be complete descriptions
thereof. Such descriptions are qualified in their entirety by reference to the Subscription Agreement and Registration Rights Agreement,
copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference
herein.
Item 3.02 Unregistered Sales of Equity Securities.
The
information under Item 1.01 above is incorporated by reference into this Item 3.02.
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.
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THERALINK
TECHNOLOGIES, INC.
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By:
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/s/
Thomas Chilcott
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Name:
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Thomas
Chilcott
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Title:
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Chief
Financial Officer
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Date:
April 20, 2021
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