Current Report




 

 

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 4, 2015


GelTech Solutions, Inc.

(Exact name of registrant as specified in its charter)


Delaware

000-52993

56-2600575

(State or Other Jurisdiction

(Commission

(I.R.S. Employer

of Incorporation)

File Number)

Identification No.)


1460 Park Lane South, Suite 1

Jupiter, Florida 33458

(Address of Principal Executive Office) (Zip Code)


(561) 427-6144

(Registrant’s telephone number, including area code)


N/A

(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 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))


 

 









Item 3.02 Unregistered Sales of Equity Securities.


On June 4, 2015, GelTech Solutions, Inc. (the “Company”) issued Mr. Reger a $200,000 7.5% secured convertible note in consideration for a $200,000 loan. The note is convertible at $0.73 per share and matures on December 31, 2020. Repayment of the note is secured by all of the Company’s assets including its intellectual property and inventory in accordance with a secured line of credit agreement between the Company and Mr. Reger. Additionally, the Company issued Mr. Reger 136,987 two-year warrants exercisable at $2.00 per share.  


Also on June 4, 2015, the Company issued Mr. Reger 21,918 shares of common stock as consideration for the providing the Company with a truck to be used in its operations.   The market value of the shares issued to Mr. Reger was below the book value of the truck as estimated by multiple third-party automotive appraisal companies.  


All of the securities were issued without registration under the Securities Act of 1933 in reliance upon the exemption provided in Section 4(a)(2) and Rule 506(b) thereunder.









SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 

GELTECH SOLUTIONS, INC.

 

 

 

 

 

June 5, 2015

By:  

/s/ Michael Hull

 

         

 

Michael Hull, Chief Financial Officer