Current Report Filing (8-k)
22 2월 2018 - 8:10AM
Edgar (US Regulatory)
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):
February
8, 2018
DTHERA
SCIENCES
(Exact Name of Registrant as Specified in
Charter)
Nevada
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333-191175
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90-0925768
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(State or Other Jurisdiction of Incorporation)
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Commission File Number
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(IRS Employer Identification No.)
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7310 Miramar Rd Suite 350., San Diego, CA
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92126
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
(858)
215-6360
____________________________________________________
(Former name or former address, if changed
since last report.)
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:
o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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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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o
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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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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 3.02 Unregistered Sales of Equity Securities.
Unregistered Sales of Equity Securities
Dthera Sciences, a Nevada corporation (the “Company”)
commenced a private placement offering of shares of its common stock (the “Offering”) in Q4 2017. As of February 16,
2018, the Company had sold a total of 2,676,273 shares of the Company’s common stock in the Offering, and had raised an
aggregate of $1,739,515.
The Offering is being made to accredited investors only. No
warrants or other securities are being offered in the Offering.
The above issuances were completed in reliance on exemptions
from registration under Section 4(a)(2) of the Securities Act of 1933 (the “Securities Act”). These transactions qualified
for exemption from registration because (i) the Company did not engage in any general solicitation or advertising to market the
securities; (ii) each purchaser was provided the opportunity to ask questions and receive answers from the Company regarding the
Company and the issuance; (iii) the securities were issued to persons with knowledge and experience in financial and business matters
so that he or she is capable of evaluating the merits and risks of an investment in the Company; and (iv) the recipients received
“restricted securities” that include a restrictive legend on the certificate, which restricts the shares from being
transferred except pursuant to a registration statement that is effective with the SEC or pursuant to an exemption from registration.
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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Dthera Sciences
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Date: February 21, 2018
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By:
/s/ Edward Cox
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Name: Edward Cox
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Title: Chief Executive Officer
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Dthera Sciences (GM) (USOTC:DTHR)
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