Coretec Group Enters Into Subscription Agreement for Series D Convertible Preferred Shares

On December 17, 2024, The Coretec Group, Inc. announced its entry into a Subscription Agreement with an accredited investor for the issuance and sale of 87,800 shares of the Company’s designated Series D Convertible Preferred Shares. These Series D Preferred Shares, each with a stated value of $100 per share, are convertible into common stock at a fixed conversion price of $0.015 per Conversion Share.

The total purchase price for the 87,800 Series D Preferred Shares amounts to $8,780,000, with each share initially convertible into a significant number of Conversion Shares. It’s noteworthy that the Purchaser will be restricted from converting its Series D Preferred Shares if owning over 4.99% of the Company’s outstanding Common Stock post-conversion.

Additionally, in a unique provision, holders of Series D Preferred Shares have the option to exchange their shares for those of a third-party company in case The Coretec Group acquires stakes in such entities, potentially publicly traded outside U.S markets. The exchange conditions would be guided by the terms detailed in the Series D Preferred Shares’ certificate of designations.

The Subscription Agreement includes standard representations, warranties, and agreements by both parties, along with indemnification clauses. The Agreement permits multiple closings for the sale of Series D Preferred Stock and has scheduled Subsequent Closings. The offering is expected to conclude by March 31, 2025, or extended up to 45 days, with a cap of 150,000 shares of Series D Preferred Stock across all closings.

The Company highlighted that the information provided does not serve as an offer to sell securities. The Agreement, including its terms, is outlined in Exhibit 10.1, attached herewith. The Company cautioned that this agreement involves forward-looking statements that are subject to uncertainties and may differ from actual results due to various factors.

Furthermore, the Company disclosed unregistered sales of equity securities, emphasizing exemption from registration under the Securities Act for the Common Stock issuable upon conversion based on the purchasers’ accredited investor status.

The filing concluded with the listing of the Certificate of Designation of Preferences, Rights, and Limitations of Series D Convertible Preferred Stock and the Form of Subscription Agreement as exhibits.

Regarding forward-looking statements, The Coretec Group specified that the Current Report on Form 8-K contains information on future events, financial performance, and management objectives based on current expectations, cautioning that actual results could vary.

Investors and stakeholders are advised to refer to the full details of the Subscription Agreement and associated documents provided in the filing to obtain a comprehensive understanding of the transaction.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read The Coretec Group’s 8K filing here.

The Coretec Group Company Profile

The Coretec Group Inc engages in the development of silicon anode active materials for lithium-ion batteries and cyclohexasilane for electric vehicles, cleantech, and tech applications. The company was founded in 2002 and is headquartered in Ann Arbor, Michigan.