UVFT UV Flu Technologies Inc (CE)

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):  November 13, 2015

(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code:  (847) 831-2428

n/a

(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 (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))

Item 3.02.

Unregistered Sales of Equity Securities.

On November 13, 2015, UV Flu Technologies, Inc. (the “Company”) converted $35,400 of debt (consisting of annual interest payments) into 881,000 shares of restricted common stock of the Company to six note holders at a conversion price ranging from $.03 to $.05 per share. 

 On November 13, 2015, the Company issued 26,735,145 shares of restricted common stock to 16 accredited investors at a per share price ranging from $.017 through $.022. 

 On November 13, 2015, the Company issued 3,735,294 shares of restricted common stock at $.017 per share, for a total of $63,500, which amount was previously paid on or before June 2, 2015.

 On November 13, 2015, the Company issued 500,000 shares to an individual vendor as payment for development services under a prior agreement between with the Company.

The common stock is issued and granted in reliance upon the exemptions from registration under the Securities Act of 1933, as amended, provided by Section 4(2) and Rule 506 of Regulation D promulgated thereunder. The common stock was offered and issued directly by the Company and do not involve a public offering or general solicitation. Each of the recipients in the private placement is an  "Accredited Investor" as that term is defined in Rule 501 of Regulation D and is acquiring the Securities for investment only and not with a present view toward, or for resale in connection with, the public sale or distribution thereof.  The total percentage of shares issued equals approximately 37% of the total issued and outstanding shares of the Company held prior to such issuances.

SIGNATURE

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.