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): September 29, 2017
SIGMA LABS, INC.
(Exact Name of Registrant as Specified in its Charter)
Nevada |
| 001-38015 |
| 27-1865814 |
(State or Other Jurisdiction of Incorporation) |
| (Commission File Number) |
| (IRS Employer Identification No.) |
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3900 Paseo del Sol, Santa Fe, New Mexico 87507 | ||||
(Address of Principal Executive Offices) (Zip Code) | ||||
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N/A | ||||
(Former Name or Former Address, if Changed Since Last Report) |
Registrant’s telephone number, including area code: (505) 438-2576
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:
[ ] 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))
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 [ ]
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 1.01ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On September 29, 2017, Sigma Labs, Inc. (“we,” “our,” “us” or the “Company”) entered into amendments (the "Amendments") to the October 17, 2016 Secured Convertible Promissory Notes (the "Notes") and Warrants to purchase shares of the Company's common stock (the "Warrants") that we previously entered into with two accredited investors (collectively, the "Holders"), pursuant to which, among other things set forth in the Amendments, (1) the exercise price of the Warrants was reduced from $4.13 per share to $2.00 per share, and (2) the conversion price of the Notes was reduced from $4.13 per share to $2.00 per share. Under the Amendments, we paid the Holders an aggregate amount equal to $500,000 (representing 50% of the outstanding principal balance of the Notes) plus all accrued interest on the Notes. In consideration of the foregoing, the Holders agreed to, among other things, extend the payment date of the remaining 50% of the outstanding principal balance of the Notes from October 17, 2017 to the earlier of May 18, 2018 or the closing of our next underwritten public offering of securities in which we raise gross proceeds of at least $3,000,000 (should we elect to commence and close such an offering of securities).
A form of Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
ITEM 2.03CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
Reference is made to the information under Item 1.01, which is incorporated herein by this reference.
ITEM 5.02DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On October 2, 2017, our 2013 Equity Incentive Plan (the "2013 Plan") was amended to fix at 750,000 shares the aggregate number of shares of our common stock subject to the 2013 Plan and to fix at 300,000 shares the limitation on awards of stock options and stock appreciation rights under the 2013 Plan during any twelve-month period to any one participant.
ITEM 5.07SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Annual Meeting of Stockholders
On October 2, 2017, we held our 2017 Annual Meeting of Stockholders (the “Annual Meeting”). Our stockholders acted upon the following proposals at the Annual Meeting:
Proposal 1: To elect Dennis Duitch to serve as a Class III director until the 2020 Annual Meeting of Stockholders;
Proposal 2: To approve an amendment to our 2013 Plan to fix at 750,000 shares the aggregate number of shares of our common stock subject to the 2013 Plan;
Proposal 3: To approve an amendment to the 2013 Plan to fix at 300,000 shares the limitation on awards of stock options and stock appreciation rights under the 2013 Plan during any twelve-month period to any one participant;
Proposal 4: To approve an amendment to our Amended and Restated Articles of Incorporation to increase the authorized number of shares of common stock to 30,000,000;
Proposal 5: To approve, by non-binding vote, the compensation of our named executive officers as disclosed in our proxy statement;
Proposal 6: To recommend, by non-binding vote, the frequency of future stockholder advisory votes to approve the compensation of our named executive officers; and
Proposal 7: To ratify the selection of Pritchett, Siler & Hardy, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2017.
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Voting Results
Proposal 1: Mr. Duitch was elected as a Class III director with 1,616,444 “FOR” votes and 89,895 "WITHHELD” votes. There were 1,143,540 broker non-votes in connection with this proposal.
Proposal 2: This proposal was approved with 1,393,950 “FOR” votes, 169,335 “AGAINST” votes and 143,054 “ABSTAIN” votes. There were 1,143,540 broker non-votes in connection with this proposal.
Proposal 3: This proposal was approved with 1,378,753 “FOR” votes, 189,560 “AGAINST” votes and 138,026 “ABSTAIN” votes. There were 1,143,540 broker non-votes in connection with this proposal.
Proposal 4: This proposal was not approved with 2,018,503 “FOR” votes, 765,052 “AGAINST” votes and 66,319 “ABSTAIN” votes. There were no broker non-votes in connection with this proposal.
Proposal 5: This proposal was approved with 1,364,691 “FOR” votes, 175,827 “AGAINST” votes and 165,821 “ABSTAIN” votes. There were 1,143,540 broker non-votes in connection with this proposal.
Proposal 6: 1,412,863 votes for 1 year, 25,363 votes for 2 years, 8,109 votes for 3 years, and 260,004 “ABSTAIN” votes. There were 1,143,540 broker non-votes in connection with this proposal. Based on these results, our Board of Directors has determined to include annually an advisory stockholder vote on the compensation of executives in the Company's proxy materials until the next required vote on the frequency of stockholder votes on the compensation of executives.
Proposal 7: This proposal was approved with 2,581,624 “FOR” votes, 103,226 “AGAINST” votes and 165,029 “ABSTAIN” votes. There were no broker non-votes in connection with this proposal.
ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS.
(d)Exhibits.
Exhibit Number |
| Description |
| Form of Amendment of Warrant and Note, entered into as of September 29, 2017, between the Company and the Holders. |
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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.
October 5, 2017 | SIGMA LABS, INC. |
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| By:/s/ John Rice |
| Name:John Rice |
| Title:Interim Chief Executive Officer |
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SIGMA LABS, INC.
3900 Paseo del Sol
Santa Fe, New Mexico 87507
VIA EMAIL AND U.S. MAIL
September __, 2017
Re: Form of Amendment of Warrant and Note
Ladies and Gentlemen:
Reference is made to the 10% Secured Convertible Note in the aggregate principal amount of $_______ and dated October 17, 2016 (the “Note”) issued to _______ by Sigma Labs, Inc. (“Sigma Labs”) and to the Common Stock Purchase Warrant dated October 17, 2016 (the “Warrant”) issued to _______ by Sigma Labs. This letter (the “Letter Agreement”) sets forth the agreement between _______ and Sigma Labs regarding the following matters in consideration of payment to _______ as set forth in Section A.3.
A.Amendment of the Note
1.Effective as of the date of this Letter Agreement, the first sentence in the third full paragraph on page 1 of the Note is amended to read in full as follows:
“FOR VALUE RECEIVED, the Company promises to pay to _______ or its registered assigns (the “Holder”), or shall have paid pursuant to the terms hereunder, the principal sum of $_______ and accrued interest on the date that is the earlier of May 18, 2018 or the date that Company closes an underwritten public offering of its securities in which it raises gross proceeds of at least $3,000,000 (the “Maturity Date”) or such earlier date as this Note is required or permitted to be repaid as provided hereunder, and to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Note in accordance with the provisions hereof.”
2.Effective as of the date of this Letter Agreement, all other references in the Note to October 17, 2017 shall instead be deemed to refer to May 18, 2018.
3.Effective as of the date of this Letter Agreement, the first sentence of Section 4(b) of the Note is amended to read in full as follows:
“Subject to Section 5, the “Conversion Price” in effect on any Conversion Date means, as of any Conversion Date or other date of determination, $2.00.”
4.Except as expressly set forth above in Sections A.1, A.2, and A.3, each provision of the Warrant remains unchanged and in full force and effect.
B.Amendment of the Warrant
1.Effective as of the date of this Letter Agreement, Section 2(b) of the Warrant is amended to read in full as follows:
“(b)Exercise Price. The initial exercise price per share of the Common Stock under this Warrant shall be equal to $2.00 per share, subject to adjustment under Section 3 (the “Exercise Price”).”
2.Except as expressly set forth above in Section B.1, each provision of the Warrant remains unchanged and in full force and effect.
C.Additional Agreements of _______and Sigma Labs
_______ and Sigma Labs also agree as follows:
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1._______ agrees (a) that the issuance of securities contemplated by the Exchange Agreement between Sigma Labs and Dawson James Securities, Inc. (“Dawson”), a copy of which is attached to this Letter Agreement, constitutes an Exempt Issuance as defined in the Securities Purchase Agreement dated as of October 17, 2016 (the “Securities Purchase Agreement”) among Sigma Labs and the purchasers named in the Securities Purchase Agreement, (b) that such issuance of securities to Dawson does not constitute an event of default under the Securities Purchase Agreement or any agreement executed in connection with the Securities Purchase Agreement, and (c) that such issuance of securities to Dawson does not provide _______ with a right to a reduction in the Note conversion price or the Warrant exercise price.
2.Sigma Labs agrees to deliver a wire transfer or cashier’s check to _______, no later than three business days after its receipt from _______ of an executed copy of this Letter Agreement, in an aggregate amount equal to $_______ (representing 50% of the outstanding principal balance of the Note) plus all accrued interest on the Note. _______ agrees that the payment by Sigma Labs described in the preceding sentence does not constitute an event of default under the Securities Purchase Agreement or any agreement executed in connection with the Securities Purchase Agreement, and _______ waives its right to a prepayment penalty, a prepayment amount, or any other remedy with respect to such payment under the Note, the Securities Purchase Agreement, or any other agreement executed in connection with the Securities Purchase Agreement.
3.Sigma Labs shall deliver a new Note and Warrant to _______ not later than three business days after the delivery by the parties of an executed copy of this Letter Agreement and _______ delivery of the originals of the Note and Warrant, each marked “Cancelled.”
4.Sigma Labs agrees to file a prospectus supplement with the Securities and Exchange Commission no later than three business days after its receipt from _______ of an executed copy of this Letter Agreement. Such prospectus supplement shall describe the amended Note conversion price and Warrant exercise price and other relevant portions of this Letter Agreement.
Please indicate your agreement with the provisions of this Letter Agreement by executing this Letter Agreement and returning it to me.
| Very truly yours, |
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| John Rice |
| Interim Chief Executive Officer |
| Sigma Labs, Inc. |
AGREED TO AND ACCEPTED:
_______
By: ____________________
Print Name: _____________
Its: ____________________
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