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 January 8, 2013
(Date of earliest event reported: January 8, 2013)
CELLCEUTIX CORPORATION
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| Nevada |
| 30-0565645 |
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100 Cumming Center, Suite 151-B
Beverly, MA 01915
(Address of principal executive offices and zip code)
(978)-236-8717
(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 (see General Instruction A.2. below):
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.02 Termination of Material Definitive Agreement.
On May 8, 2012, the Company entered into a Subscription Agreement to sell $1,000,000 Series A Convertible Preferred Shares in increments to an accredited investor. An aggregate of $400,000 of the Series A Convertible Preferred was funded to date, The entire agreement between the parties, containing all of the terms and conditions of the Agreement, is set forth in an 8K filed with the Securities and Exchange Commission on May 10, 2012.
On January 8th, 2013, the Company and the accredited investor mutually agreed to terminate the Subscription Agreement for the remaining $600,000. The Company did not incur any termination penalties.
Item 9.01 Financial Statements and Exhibits.
Exhibits
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| Ex- 10.39 |
| Mutual Termination Agreement |
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.
Date: January 8, 2013
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| By: | /s/ Leo Ehrlich |
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| Chief Executive Officer |
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Mutual Termination Agreement
This mutual termination agreement is made and entered into this 8thday of January, 2013, by and between Cellceutix Corporation and Hyman and Ethel Schwartz, (“Schwartz”) Series A Convertible Preferred Subscriber.
WHERAS the Company and (“Schwartz “) entered into a Subscription Agreement on May 8, 2012 for the Company to sell and for (“Schwartz “) to purchase Series A Convertible Preferred Shares (the “Series A Preferred”) of Cellceutix Corporation (CTIX) (the "Company") which are convertible into Common Shares of the Company, in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) for an aggregate of $1,000,000 to be funded in tranches over the period of one year. To date an aggregate of $400,000 was funded, and the Company issued an aggregate of 848,084 common shares and 848,084 common stock purchase warrants.
Whereas, Company and (“Schwartz “) desire to mutually terminate the subscription for the remaining $600,000 subscription agreement.
Now therefore, for valuable consideration, the receipt of which is hereby acknowledged, the Company and Schwartz agree to:
1. Mutually terminate the agreement referenced herein.
2. Mutually release each other of any claims or liabilities of any kind or nature.
This mutual termination is made effective as of the date first written above.
| Cellceutix Corporation |
| Hyman Schwartz and Ethel Schwartz |
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| By: | /s/ Leo Ehrlich |
| By: | /s/ Hyman Schwartz /s/ Ethel Schwartz |
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| Leo Ehrlich, CEO |
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