The Coretec Group Announces Entry Into Material Definitive Agreement

On January 9, 2025, The Coretec Group, Inc. entered into a Subscription Agreement with an accredited investor for the issuance and sale of 46,040 shares of the Company’s Series D Convertible Preferred Shares. These shares, with a stated value of $100 per share, are convertible into common stock shares at a conversion price of $0.015 per Conversion Share. The Purchaser acquired the Series D Preferred Shares for a total purchase price of $4,604,000.

According to the terms of the Agreement, the Purchaser is restricted from converting any portion of the shares that would result in them owning more than 4.99% of the Company’s outstanding Common Stock. Additionally, holders of Series D Preferred Shares have the option to exchange their shares for shares of a third-party company in the event of a specified acquisition by the Company. The terms and conditions regarding such exchanges are detailed in the certificate of designations for the Series D Preferred Shares, available in Exhibit 3.1.

The Subscription Agreement is accompanied by customary representations, warranties, and agreements between the Company and the Purchaser, outlining indemnification rights and obligations. It allows for multiple closings, with several closings having occurred before, notably on November 6, 2024, November 13, 2024, December 1, 2024, December 17, 2024, and the latest on January 9, 2025.

The offering of Series D Preferred Shares is expected to continue until March 31, 2025, potentially extending for up to 45 days at the discretion of The Coretec Group. The Company is authorized to make additional closings until the conclusion of the offering, with a maximum of 150,000 shares of Series D Preferred Stock to be sold across all closings.

The agreement is detailed in Exhibit 10.1, emphasizing that the description provided does not constitute a solicitation or offer for securities. The report includes forward-looking statements about the Company’s future events, financial performance, and business strategies. The Company disclaims any obligation to update these statements based on subsequent events or circumstances, as required by law.

The unregistered sales of equity securities, as mentioned in Item 1.01, are incorporated by reference, signifying that the shares of Common Stock to be issued upon conversion meet the registration exemption criteria under the Securities Act. This Current Report on Form 8-K also lists the Financial Statements and Exhibits related to the transaction.

The document was signed by Antti Uusiheimala, Chief Financial Officer of The Coretec Group, on January 14, 2025.

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.