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): May 9, 2018 (May 3, 2018)
THE CORETEC GROUP INC.
(Exact name of registrant as specified in charter)
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Oklahoma (State or other jurisdiction of incorporation) |
000-54697 (Commission File Number) |
73-1479206 (IRS Employer Identification No.) |
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6804 South Canton Avenue, Suite 150 Tulsa, OK (Address of principal executive offices) |
74136 (Zip Code) |
Registrant’s telephone number, including area code: (918) 494-0505
(Former name, former address and former fiscal year, 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 (see General Instruction A.2. below):
☐ 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. ☐
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Item 7.01 |
Regulation FD Disclosure. |
The Coretec Group Inc. (the “Company”) made a letter to shareholders from the Company’s Chief Executive Officer, Michael Kraft, available on its website. A copy of the letter dated May 3, 2018 is attached herewith as Exhibit 99.1.
The information in this Item 7.01 disclosure, including Exhibits 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section. In addition, the information in this Item 7.01 disclosure, including Exhibits 99.2, shall not be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
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Item 9.01 |
Financial Statements and Exhibits. |
(c) Exhibits
99.1 CEO Letter dated May 3, 2018
SIGNATURES
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.
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Date: May 9, 2018
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THE CORETEC GROUP INC.
By: /s/ Michael A. Kraft |
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Name: Michael A. Kraft Position: Chief Executive Officer |
Exhibit 99.1
May 3rd, 2018
Coretec Shareholders:
This is an update on recent activities of The Coretec Group, Inc. (“Coretec”) and to outline our plans for the near term as we pursue commercialization opportunities in Cyclohexasilane (“CHS”) technology and CSpace (volumetric 3D display).
In prior communications we have explained that CHS and other Silicon derivatives are at the forefront of promising current developments in applications such as medical use/drug delivery and monitoring, semiconductor processing, Si anode energy storage, and solar and LED efficiency. Coretec believes CHS is the premier Si derivative and is committed to CHS commercialization. We see continued interest in using CHS as the premier silicon-based precursor in this space. We plan to develop Intellectual Property (IP) in the applications space, both independently and in partnership with our customers; and in these cases and others we will strive to be the sole supplier of CHS.
As you know, our introduction to the opportunities inherent in CHS began with a licensee from North Dakota State University (“NDSU”) of its CHS technology. Our goal with licensing CHS technology was to secure a process for manufacturing CHS and then partner with our CHS volume manufacturer Gelest (“Gelest”) to make CHS for Coretec to sell to users in the applications described above. As application traction occurred, the goal was that Gelest would serve as our volume CHS supplier.
Recently it became clear to us that our relationship with NDSU does not fit the Coretec business strategy of effectively commercializing CHS. We are now developing other manufacturing processes, ones which we believe can be utilized more quickly, not have any exclusivity liability or infringement risk, and with potentially better results. Accordingly, we have permitted the NDSU optioned technologies to expire this past December as they were deemed unnecessary to our business model and we are presently in discussions with NDSU regarding the NDSU License Agreement.
Coretec’s strategy, that of creating value in the application space listed above thru the use of CHS, remains unchanged. We are confident that we can provide advantageous cost, industrial scalability, and high quality CHS in the applications we have identified and others we anticipate developing. Many applications where Coretec is focused can achieve superior cost and performance by using CHS, and we are committed to developing additional IP in these application areas through use of, for example, National Labs, government grants, and jointly developed IP with our customers and partners.
To accommodate the refinement of our strategy described above, our relationship with Gelest has been modified. Coretec and Gelest have mutually agreed to convert the CHS Supply Agreement, now cancelled, to an agreement under which Gelest will provide CHS storage and handling, website and catalog listing of CHS produced by or for Coretec for sale to its customers, and customer service including trans-fill of customer cylinders.
The Coretec Group, Inc.
6804 Canton Ave, STE 150
Tulsa, OK 74136-3419
Coretec’s new supplier of CHS is a major, highly respected chemical manufacturer. Terms of that partnership will soon be announced, and Coretec is confident our new CHS suppler will provide us with high quality, high purity CHS quickly, and we will attain superior application results in our customer partnering efforts.
As projected earlier, we anticipated revenues from CHS efforts by this quarter. Due to delays in the efforts with NDSU we did not hit those targets, however, with the ability to secure high level CHS from our new CHS manufacturing partner we are aggressively continuing our efforts to achieve revenue and secure partnerships in the near term. CHS remains a highly desirable advanced material that can provide superior cost and performance to many applications and we remain committed to working with potential partners to secure that value for our shareholders.
We are also continuing our efforts to move our development of CSpace (volumetric 3D display) forward through discussions with Adelaide University in Australia. The goal is to test a new image space material in partnership with the university and we are exploring options including a grant from the Australian government. Adelaide University is a renowned research facility in the area of glass and polymer doped image spaces. We are working to provide substantive updates in the next weeks and months on developing doped polymer capabilities in the CSpace product line.
We are committed to commercializing CHS and the tasks that make this happen. We are confident that once customers have a quality, stable source of CHS for evaluation use in their applications, we will be on our way to forging the best path forward for Coretec.
Sincerely,
Michael Kraft
CEO – The Coretec Group Inc.
The Coretec Group, Inc.
6804 Canton Ave, STE 150
Tulsa, OK 74136-3419