Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement.
On January 16, 2020, Ozop Surgical Corp. (the "Company") received via email from
Spinal Resources, Inc ("SRI") notice that the Exclusive Licensing Agreement
dated August 23, 2019, between SRI and the Company has been revoked, as the
Company did not cure the default as reported in the Current Form 8-K filed
January 10, 2020.
Additionally, the Company had not cured the payment default of the Company's
Promissory Note (the "Note"), issued to SRI, dated August 26, 2019, within the
ten- day cure period provided for in the Note, and SRI has accelerated the
remining note balance (approximately $600,000) as immediately due.
Item 3.02 Unregistered Sales of Equity Securities.
On January 13, 2020, the Company issued 14,383,091 shares of common stock to
Auctus Fund LLC ("Auctus") in partial satisfaction of its obligations under, and
the holder's election to convert a $1,227 principal portion, a $1,436 interest
portion and $500 of fees of, the Company's convertible promissory note issued to
Auctus on November 15, 2018.
On January 16, 2020, the Company issued 15,100,786 shares of common stock to
Auctus in partial satisfaction of its obligations under, and the holder's
election to convert a $1,041 principal portion, a $573 interest portion and $500
of fees of, the Company's convertible promissory note issued to Auctus on
November 15, 2018.
These issuances of these shares of Company common stock were made in reliance on
the exemption from registration provided by Sections 3(a)(9), 4(a)(1) and
4(a)(2) of the Securities Act as the common stock was issued in exchange for
debt securities of the registrant held by each shareholder for the requisite
holding period, there was no additional consideration for the exchange, there
was no remuneration for the solicitation of the exchange, there was no general
solicitation, and the transactions did not involve a public offering.
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