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): November 20, 2019
___________________________
Soliton, Inc.
(Exact name of registrant as specified in its charter)
___________________________
 
 
 
 
 
Delaware
001-38815
36-4729076
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
5304 Ashbrook Drive
Houston, Texas 77081
(Address of principal executive offices) (Zip Code)
 
Registrant’s telephone number, including area code: (844) 705-4866
 
Not Applicable
(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 (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.                                                         ☐
 


Securities registered pursuant to Section 12(b) of the Act:
 





 
 
 
 
Title of each class
Trading Symbols(s)
Name of each exchange on which registered
Common stock, par value $0.001 per share
SOLY
The NASDAQ Stock Market LLC
 
 
 
Item 1.01.
Entry into a Material Definitive Agreement.
 
On November 20, 2019, Soliton, Inc. (the “Company” or "Soliton") entered into a cooperative development addendum ("Addendum") to its engineering and development services master agreement with Emphysys, Inc. ("Emphysys”). The Addendum states that Emphysys will provide Soliton with engineering and design services related to shockwave technology for use in dermatology and aesthetics fields for a three-year period. During the term of the Addendum, Soliton has agreed to certain minimum annual expenditures pursuant to the Addendum. If Soliton fails to spend such minimum annual amounts or if Soliton terminates the Addendum without cause, Soliton will be required to pay Emphysys a termination fee ranging in the low to mid six digits. In the event that all or substantially all of the stock or assets of either party are sold then, at the request of other party, the Addendum may be terminated (without the requirement to pay a termination fee) and the obligation of Emphysys to provide future services to Soliton shall terminate. Pursuant to the Addendum, with certain exceptions, Emphysys covenanted that it will not perform or agree to perform services with any company other than Soliton in the area of arc-discharge driven acoustical shockwave generation for medical dermatological or aesthetic dermatological indications during the term of the Addendum or any extension thereof, and for a period of six months after the termination of the Addendum.
  
The foregoing description of the material terms of the Addendum is not complete and is qualified in its entirety by reference to the full text of the Addendum, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
 
 
 
 
 
Item 9.01.
Financial Statements and Exhibits
 
(d) Exhibits
 
 
 
 
Exhibit No.
Exhibit Description
 
 
10.1 *
 
 
* Pursuant to Item 601(b)(10)(iv) of Regulation S-K promulgated by the SEC, certain portions of this exhibit have been redacted. The Company hereby agrees to furnish supplementally to the SEC, upon its request, an unredacted copy of this exhibit.



Signature
 
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.





 
 
 
 
 
 
 
 
 
SOLITON, INC.
 
 
 
 
 
 
 
 
 
 
By:
/s/ Lori Bisson                      
 
 
 
Lori Bisson
 
 
 
Executive Vice-President,
 
 
 
Chief Financial Officer
 
 
 
Dated: November 22, 2019