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

~~PURSUANT~~Date TOof ~~SECTION 13~~report ~~OR 15~~(dDate of earliest event reported) OF: ~~THE~~February 28, 2018

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): June 30, 2016

PROTALEX, INC.

(Exact Name of Registrant as Specified in Charter)

DELAWARE	000-28385	91-2003490
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
131 Columbia Turnpike, Suite 1 Florham Park, NJ 07932		07932
(Address of Principal Executive Offices)		(Zip Code)

131 Columbia Turnpike, Suite 1

Florham Park, NJ 07932

07932

(Address of Principal Executive Offices)

(Zip Code)

(215) 862-9720

(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:

¨o Written communications pursuant to Rule 425 under the Securities Act of 1933, as amended (17 CFR 230.425)

¨o Soliciting material pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended (17 CFR 240.14a-12)

¨o Pre-commencement communications pursuant to Rule 14d-2(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.14d-2(b))

¨o Pre-commencement communications pursuant to Rule 13e-4(c) under the Securities Exchange Act of 1934, as amended (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 x

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. ¨

Item 1.01

Entry into a Material Definitive Agreement

On ~~June~~February 3028, ~~2016~~2018, Protalex, Inc., a Delaware corporation (~~OTCBB~~OTCQB: PRTX) (the “Company”), entered into ~~the~~a ~~Second~~Securities ~~Amended~~Purchase ~~and~~Agreement ~~Restated~~(the ~~Credit~~“SPA”) with ~~Facility~~each ~~Agreement~~of ~~with Niobe~~eight ~~Ventures,~~accredited ~~LLC,~~investors araising ~~Delaware~~an ~~limited~~aggregate ~~liability~~$1.425 ~~company~~million ~~and~~in ~~the~~a ~~Company’s~~private ~~existing~~placement ~~secured~~financing ~~lender~~ (the “~~Niobe~~Offering”) ~~(the~~of ~~“Amended~~10% ~~and~~Senior ~~Restated~~Convertible ~~Agreement”)~~Notes, ~~pursuant~~due toon ~~which~~February 28, 2023 (the ~~parties~~“Senior ~~agreed~~Notes”). toNo ~~increase~~commissions were payable in connection with the ~~funds~~Offering ~~available~~which ~~for~~was ~~loans~~ principally sold to existing stockholders of the Company. ~~under~~Proceeds of the ~~credit~~Offering ~~facility~~will be used for working capital purposes, principally to $9fund ongoing clinical trials and studies and related activities.0 ~~million~~No registration rights were granted to the investors in the Offering.

~~Each~~The ~~loan~~Senior ~~made~~Notes, towhich accrue interest at the rate ~~Company~~of by10% ~~Niobe~~per ~~under~~ annum and are due on February 28, 2023, are convertible at the ~~Amended~~option ~~and~~of ~~Restated~~the ~~Agreement~~holder ~~will~~prior beto ~~represented~~maturity byor aearlier prepayment. ~~senior~~Upon ~~secured~~conversion, ~~promissory~~the note ~~bearing~~holder ~~interest~~will atreceive a5,000 ~~rate~~shares of 3%the Company’s common stock, par value $.00001 per ~~annum~~share ~~and~~(“Common ~~maturing~~Stock”) onfor ~~September~~each $1,000 ~~2017~~of principal or accrued interest converted. Two-thirds of the shares issuable upon any conversion of the Senior Notes will be acquired by the Company from Niobe Ventures, LLC (~~each~~“Niobe”), the Company’s principal stockholder, for nominal consideration ($.01 per share) pursuant to a mandatory call agreement entered into in connection with the Offering (the “~~Note~~Call Agreement”). ~~The~~As ~~obligations~~a result, for each $1,000 of principal or interest converted, the Company ~~pursuant~~will toissue ~~each~~approximately ~~Note~~1,667 new shares. Accordingly, the effective conversion price for the Company will be ~~secured~~approximately by$0.60 aper ~~first~~share ~~priority~~of ~~perfected~~Common ~~security~~Stock, ~~interest~~with inNiobe incurring substantially all of the ~~assets~~associated ofdilution. ~~the~~The ~~Company~~closing price ~~pursuant~~of toper ~~the~~share ~~Fourth~~of ~~Consolidated, Amended~~Common ~~and~~Stock ~~Restated~~on ~~Security~~the ~~Agreement~~date (of the ~~“Security~~Offering ~~Agreement”)~~was $0.45.

~~The~~In ~~foregoing~~addition, ~~description~~as ofa condition to the ~~Amended~~consummation of the Offering, on February 28, 2018 the Company and ~~Restated~~Niobe entered into an Exchange Agreement ~~and~~(the ~~Security~~“Exchange Agreement”) pursuant ~~are~~to ~~qualified~~which inNiobe ~~their~~converted ~~entirety~~$22,269,366 byof ~~the~~outstanding ~~full~~notes ~~text~~due ofSeptember ~~such~~30, ~~agreements~~2018 into 18,557,805 ~~which~~shares ~~are~~of ~~filed~~Common Stock asat ~~Exhibits~~a ~~10.~~conversion price of $1.20 ~~and~~per 10share.2 ~~hereto~~Consequently, ~~respectively~~other than the Senior Notes issued in the Offering, ~~and~~the ~~incorporated~~only byremaining indebtedness ~~reference~~on ~~herein~~the Company’s balance sheet at February 28, 2018 is approximately $1,974,350, representing the accrued but unpaid interest on the notes converted by Niobe.

The foregoing purchases of securities were for investment and not with a view for distribution. The securities were issued without registration under the Securities Act of 1933, as amended, pursuant to the exemptions provided under Sections 4(a)(2) and 4(a)(5) thereof. All of the securities issued are restricted securities and bear a restrictive legend and will be subject to stop transfer restrictions.

The foregoing descriptions of the Senior Notes, the SPA, the Call Agreement and Exchange Agreement are qualified in their entirety by the full text of such documents, which are filed as Exhibits 4.1, 10.1, 10.2 and 10.3 hereto, respectively, and incorporated by reference herein. In addition, on March 1, 2018, the Company issued a press release announcing the closing of the Offering which is attached as Exhibit 99.1 hereto.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Incorporated by reference as if fully set forth herein are the descriptions of the Offering and the Senior Notes in Item 1.01 hereinabove.

- 2 -

Item 3.02

Unregistered Sales of Equity Securities.

The disclosures in Item 1.01 hereinabove are incorporated by referenced as if fully set forth herein.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number		Description of Exhibits
10.1		Final Form of the Second Amended and Restated 2014 Credit Facility Agreement between the Company and Niobe dated as of June 30, 2016.
4.1		Final form of the 10% Senior Convertible Note, due February 28, 2023 (included as Exhibit A in Exhibit 10.1).
10.2		Final Form of the Fourth Consolidated, Amended and Restated Security Agreement between the Company and Niobe dated as of June 30, 2016.
10.1		Final Form of the Securities Purchase Agreement dated February 28, 2018 (including Form of the 10% Senior Convertible Note, due February 28, 2023).
10.2		Final Form of the Call Agreement dated February 28, 2018.
10.3		Final Form of Exchange Agreement dated February 28, 2018.
99.1		Press Release dated March 1, 2018.

* * * * * *

- 23 -

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.

	PROTALEX, INC.
Dated: July 7, 2016	By:	/s/ Arnold P. Kling
Dated: March 6, 2018	By:	/s/ Arnold P. Kling
		Arnold P. Kling
		President

- 34 -

Filing Compare · PROTALEX INC