8-K

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): June 22, 2015

MetaStat, Inc.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

000-52735	20-8753132
(Commission File Number)	(IRS Employer Identification No.)

27 DryDock Avenue, 2nd Floor

Boston, MA 02210

(Address of principal executive offices and zip code)

(212) 796-8170

(Registrant's telephone number including area code)

(Registrant's 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 registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

[  ]  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 1.01.  Entry into a Material Definitive Agreement.

Amendment to Memorandum of Understanding:

On July 14, 2014, MetaStat, Inc. (the “Company”) entered into a binding Memorandum of Understanding, as amended (the “MOU”), with ASET Therapeutics, LLC (“ASET”). The MOU sets forth certain rights and obligations of the parties with respect to the grant by the Company to ASET of a license of certain of the Company’s therapeutic assets pursuant to a license, development and commercialization agreement entered into by the parties on November 25, 2014 (the “License Agreement”).

On June 22, 2015, effective as of May 31, 2015, the Company and ASET entered into a letter agreement for the purposes of clarifying certain terms of the MOU, including allowing for the required equity investments to occur in multiple tranches. In addition, the parties have mutually agreed to an extension of the $150,000 due to the Company on March 1, 2015 in connection with the reimbursement for certain costs incurred by the Company. ASET issued an interest free promissory note to the Company in the aggregate amount of $150,000, payable in three installments of $50,000, each due on June 1, 2015, July 1, 2015 and August 1, 2015.  The Company anticipates receiving the first payment, which was due on June 1, 2015, shortly.

ASET also issued to the Company a promissory note in the principal amount of $75,000 for the purchase of the equipment and fixed assets of the Stony Brook, N.Y. laboratory. This note is interest free and matures on December 30, 2015. In the event the Company has purchased at least $925,000 in equity of ASET prior to December 30, 2015, the Company may use the note as payment for its remaining purchase of equity in ASET.

The letter agreement and forms of promissory notes are attached to this Current Report on Form 8-K as Exhibits 10.1, 4.1 and 4.2, respectively, and are incorporated herein by reference.

A more detailed description of the MOU and the License Agreement are disclosed in the Company’s Current Reports on Form 8-K and/or Form 8-K/A filed with the SEC on July 17, 2014, October 20, 2014, December 2, 2014 and January 13, 2015.

Item 9.01.  Financial Statement and Exhibits.

(d)  Exhibits.

Exhibit No.	Description
4.1	Promissory Note dated May 31, 2015 for $150,000 issued by ASET to the Company.
4.2	Promissory Note dated May 31, 2015 for $75,000 issued by ASET to the Company.
10.1	Letter Agreement effective as of June 22, 2015 between ASET and the Company.

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 thereunto duly authorized. 


	METASTAT, INC.
	By:	/s/ Douglas A. Hamilton
Dated: June 24, 2015		Name:  Douglas A. Hamilton Title:  President and CEO

EX-4.1

Exhibit 4.1

PROMISSORY NOTE

$150,000    May 31, 2015

1.           Principal. This promissory note (the “Note”) evidences the agreement by ASET Therapeutics, LLC, a Delaware limited liability company (the “Maker”), to pay to MetaStat, Inc., a Nevada corporation (“Payee”) on or before the dates set forth below (the “Maturity Date”), at the address designated in Section 6 hereof, or at such other place as may be designated from time to time by the holder of this Note, and without set-off or counterclaim, the principal aggregate sum of ONE HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($150,000) in accordance with the terms of this Note.

2.           Interest Rate. The principal outstanding under this Note shall not bear interest, unless and until the occurrence of an Event of Default, in which case all principal then outstanding under this Note shall bear interest from the date of the occurrence of the Event of Default until repayment thereof at an annual rate of eight percent (8%) per annum.

3.           Payments. Principal due under this Note is payable as follows: (a) June 1, 2015 - $50,000; (b) July 1, 2015 - $50,000; and (c) August 1, 2015 - $50,000. All principal shall be due and payable as of the respective Maturity Date, without demand, offset or deduction.  Maker may prepay at any time without penalty any portion of the principal due under this Note.

4.           Default. Each of the following shall constitute an Event of Default under this Note:  (a) the failure to make any payment required by this Note within five (5) days when due hereunder; (b) Maker dissolves or is wound up; or (c) Maker makes an assignment for the benefit of creditors, or commences or becomes subject to any case or proceeding under the Federal Bankruptcy Code or any other insolvency, receivership, reorganization, arrangement of debt, liquidation or debtor’s relief law wherein Maker is the debtor.

5.           Acceleration. Upon the occurrence of any Event of Default under this Note, the entire unpaid principal sum of this Note, together with all other sums due hereunder, shall become immediately due and payable at the election of the holder of this Note, without presentment, demand, protest or notice of protest of any kind, all of which are hereby expressly waived.

6.           Notices. Any notice, demand, request or other communication under this Note shall be in writing and shall be deemed to have been duly given: (a) on the date of service if served personally on the party to whom notice is to be given; (b) on the date of transmittal of such notice to such party by telecopier device capable of creating a written record of such notice and its receipt, with an original of such notice deposited in first class mail addressed as set forth below; or (c) forty-eight (48) hours following deposit of such notice in registered or certified mail, postage prepaid and return receipt requested, and addressed to such party at its address as hereinafter set forth or such other address as the parties may hereafter designate:

To Payee:              MetaStat, Inc.

Chief Executive Officer

27 Drydock Avenue

2nd Floor

Boston, MA 02210

To Maker:              ASET Therapeutics, LLC

1350 Treat Blvd., Suite 400

Walnut Creek, CA 94597

7.           Assignment. Payee or any other holder of this Note shall have the right to sell, assign or otherwise transfer, in whole or in part, this Note, without consent of or notice to anyone.  Each purchaser, assignee or transferee of this Note shall be entitled to all rights and remedies of Payee hereunder.  Maker may not sell, assign or otherwise transfer all or any part of its rights or obligations hereunder without the prior written consent of the holder of this Note, and any such attempted transfer without such consent shall constitute an Event of Default hereunder and shall be null and void.

8.           Further Assurances. Maker promptly shall make, execute, acknowledge and deliver, in form and substance satisfactory to the holder of this Note, all such additional instruments, agreements and other documents, and Maker shall do all other acts as may at any time be requested by holder, to effectuate and carry out the purpose of this Note.

9.           Successors and Assigns. This Note shall be binding on and inure to the benefit of the respective legal and personal representatives, devisees, heirs, executors, successors and assigns of Payee and Maker.

10.           Severability. If any term or provision of this Note, or the application of it to any party or circumstance, is held to be invalid or unenforceable, the remainder of this Note, and the application of such term or provision to any other party or circumstance, shall not be affected thereby, the provisions of this Note being severable in any such instance.

11.           Time of Essence. Unless otherwise expressly set forth herein, all references in this Note to “days” shall mean and refer to calendar days.  Time is of the essence of this Note and each and every provision and obligation hereunder.

12.           Lawful Money. Principal and any other sums payable hereunder shall be paid in lawful and immediately available money of the United States.

13.           Jurisdiction/Venue. Maker and Payee hereby irrevocably submit to the jurisdiction and venue of federal court sitting in New York, New York, in any action or proceeding brought to enforce or otherwise arising out of or related to this Note, and each irrevocably waives to the fullest extent permitted by law any objection which either may now or hereafter have to the resting of such jurisdiction and venue in such forum, and hereby further irrevocably waives any claim that such forum is an inconvenient forum.  In the event any action is brought to enforce the terms hereof, the prevailing party shall be entitled to attorneys’ fees and costs.

14.           Governing Law. This Note shall be governed by and construed in accordance with the internal laws of the State of New York, without reference to the provisions thereof regarding conflicts of laws.

 MAKER:

ASET Therapeutics, LLC,

a Delaware limited liability company

/s/ David Epstein

By: David Epstein

Title: Manager

EX-4.2

Exhibit 4.2

PROMISSORY NOTE

$75,000     May 31, 2015

1.           Principal. This promissory note (the “Note”) evidences the agreement by ASET Therapeutics, LLC, a Delaware limited liability company (the “Maker”), to pay to MetaStat, Inc., a Nevada corporation (“Payee”) on or before the dates set forth below (the “Maturity Date”), at the address designated in Section 6 hereof, or at such other place as may be designated from time to time by the holder of this Note, and without set-off or counterclaim, the principal aggregate sum of SEVENTY-FIVE THOUSAND AND NO/100 DOLLARS ($75,000) in accordance with the terms of this Note.

2.           Interest Rate. The principal outstanding under this Note shall not bear interest, unless and until the occurrence of an Event of Default, in which case all principal then outstanding under this Note shall bear interest from the date of the occurrence of the Event of Default until repayment thereof at an annual rate of eight percent (8%) per annum.

3.           Payments. Principal due under this Note is payable in full on December 30, 2015. All principal shall be due and payable as of the Maturity Date, without demand, offset or deduction.  Maker may prepay at any time without penalty any portion of the principal due under this Note.  Notwithstanding the immediately preceding, in the event that Payee has purchased at least $925,000 in equity in ASET prior to December 30, 2015, then the Maturity Date of this Note shall be moved up to correspond to the date that Payee has completed its investment of $925,000 and Payee may instruct ASET to credit the principal amount of this Note in full towards the payment of the remainder of Payee’s purchase of equity in ASET.

4.           Default. Each of the following shall constitute an Event of Default under this Note:  (a) the failure to make any payment required by this Note within five (5) days when due hereunder; (b) Maker dissolves or is wound up; or (c) Maker makes an assignment for the benefit of creditors, or commences or becomes subject to any case or proceeding under the Federal Bankruptcy Code or any other insolvency, receivership, reorganization, arrangement of debt, liquidation or debtor’s relief law wherein Maker is the debtor.

5.           Acceleration. Upon the occurrence of any Event of Default under this Note, the entire unpaid principal sum of this Note, together with all other sums due hereunder, shall become immediately due and payable at the election of the holder of this Note, without presentment, demand, protest or notice of protest of any kind, all of which are hereby expressly waived.

6.           Notices. Any notice, demand, request or other communication under this Note shall be in writing and shall be deemed to have been duly given: (a) on the date of service if served personally on the party to whom notice is to be given; (b) on the date of transmittal of such notice to such party by telecopier device capable of creating a written record of such notice and its receipt, with an original of such notice deposited in first class mail addressed as set forth below; or (c) forty-eight (48) hours following deposit of such notice in registered or certified mail, postage prepaid and return receipt requested, and addressed to such party at its address as hereinafter set forth or such other address as the parties may hereafter designate:

To Payee:              MetaStat, Inc.

Chief Executive Officer

27 Drydock Avenue

2nd Floor

Boston, MA 02210

To Maker:              ASET Therapeutics, LLC

1350 Treat Blvd., Suite 400

Walnut Creek, CA 94597

7.           Assignment. Payee or any other holder of this Note shall have the right to sell, assign or otherwise transfer, in whole or in part, this Note, without consent of or notice to anyone.  Each purchaser, assignee or transferee of this Note shall be entitled to all rights and remedies of Payee hereunder.  Maker may not sell, assign or otherwise transfer all or any part of its rights or obligations hereunder without the prior written consent of the holder of this Note, and any such attempted transfer without such consent shall constitute an Event of Default hereunder and shall be null and void.

8.           Further Assurances. Maker promptly shall make, execute, acknowledge and deliver, in form and substance satisfactory to the holder of this Note, all such additional instruments, agreements and other documents, and Maker shall do all other acts as may at any time be requested by holder, to effectuate and carry out the purpose of this Note.

9.           Successors and Assigns. This Note shall be binding on and inure to the benefit of the respective legal and personal representatives, devisees, heirs, executors, successors and assigns of Payee and Maker.

10.           Severability. If any term or provision of this Note, or the application of it to any party or circumstance, is held to be invalid or unenforceable, the remainder of this Note, and the application of such term or provision to any other party or circumstance, shall not be affected thereby, the provisions of this Note being severable in any such instance.

11.           Time of Essence. Unless otherwise expressly set forth herein, all references in this Note to “days” shall mean and refer to calendar days.  Time is of the essence of this Note and each and every provision and obligation hereunder.

12.           Lawful Money. Principal and any other sums payable hereunder shall be paid in lawful and immediately available money of the United States.

13.           Jurisdiction/Venue. Maker and Payee hereby irrevocably submit to the jurisdiction and venue of federal court sitting in New York, New York, in any action or proceeding brought to enforce or otherwise arising out of or related to this Note, and each irrevocably waives to the fullest extent permitted by law any objection which either may now or hereafter have to the resting of such jurisdiction and venue in such forum, and hereby further irrevocably waives any claim that such forum is an inconvenient forum.  In the event any action is brought to enforce the terms hereof, the prevailing party shall be entitled to attorneys’ fees and costs.

14.           Governing Law. This Note shall be governed by and construed in accordance with the internal laws of the State of New York, without reference to the provisions thereof regarding conflicts of laws.

 MAKER:

ASET Therapeutics, LLC,

a Delaware limited liability company

/s/ David Epstein

By: David Epstein

Title: Manager

EX-10.1

Exhibit 10.1

ASET Therapeutics, LLC

1350 Treat Blvd.

Suite 400

Walnut Creek, CA 94597

Effective as of May 31, 2015

Douglas Hamilton

Chief Executive Officer

MetaStat, Inc.

27 Drydock Avenue

2nd Floor

Boston, MA 02210

Re: Letter of clarification re: Memorandum of Understanding between MetaStat, Inc. and ASET Therapeutics, LLC

Dear Doug:

Reference is hereby made to that certain Memorandum of Understanding, dated as of July 14, 2014, by and among MetaStat, Inc., a Nevada corporation (“MetaStat”), MetaStat BioMedical, Inc., a Delaware corporation and a wholly-owned subsidiary of MetaStat (the “Subsidiary”), and Northstar Beacon, LLC, a Delaware limited liability company (“NORTHSTAR”), which entered into the Memorandum of Understanding with the express understanding and agreement among all the parties thereto that NORTHSTAR would assign all of its right, title and interest in and to the Memorandum of Understanding to ASET Therapeutics, LLC, a Delaware limited liability company (“ASET”), (such assignment was effectuated in December, 2014), and Amendments No. 1 and 2 to the Memorandum of Understanding (collectively, as so amended, the “MOU”).  Each of MetaStat and ASET desire to clarify two provisions contained in the MOU so that there are no misunderstandings or doubt with regard thereto between the parties.  Accordingly, the MetaStat and ASET have agreed to the following:

1.   Section 4 of MOU.  MetaStat and ASET each agrees that until ASET raises $3M of equity from investors other than MetaStat, MetaStat will remain undiluted as a 20% equity holder of ASET.  Following MetaStat’s $1M equity investment in ASET (and assuming that $3m of additional equity has been raised by ASET), MetaStat will own, on a fully diluted basis, 20% of the equity of ASET and shall thereafter be diluted like everyone else, except that, pursuant to and subject to the limitations of Section 7(e) of the MOU, MetaStat shall have a right to participate in any subsequent equity offerings pursuant to the terms set forth therein in order to keep MetaStat’s ownership at 20%.

2.   Investment by ASET into MetaStat and MetaStat Investment in ASET.      MetaStat and ASET each agree that should ASET determine to make its $1M equity investment in MetaStat in more than one tranche prior to the December 31, 2015 due date (which MetaStat shall permit), MetaStat shall agree, within three business days immediately following the receipt of such investment funds, to invest the same amount into ASET convertible preferred stock to fulfill MetaStat’s obligation to invest in ASET equity securities.                                                                                                                     

Finally, we agree that in connection with our proposed $3M equity raise, we will have as a lead investor therein an SEC defined “sophisticated investor” who is independent from and not affiliated with or related to either ASET or David Epstein.

I am glad that we have been able to resolve our misunderstandings and have reached a conclusion on these issues.  If the foregoing reflects your mutual understanding of the matters set forth above, please sign below and return to me a signed copy of this letter at your earliest convenience.

Very truly yours,

/s/ David Epstein

David Epstein

Chairman

Agreed as of the date set forth above:

MetaStat, Inc.

By:     /s/ Douglas A. Hamilton                                                      

Douglas A. Hamilton

Chief Executive Officer

Dated: June 22, 2015, effective as of May 31, 2015