UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): ~~February~~March 2712, 2018 (~~February~~March 216, 2018)

COATES INTERNATIONAL, LTD.

(Exact name of registrant as specified in its charter)

Delaware		000-33155		22-2925432
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Highway 34 & Ridgewood Road, Wall Township, New Jersey 07719

(Address of principal executive offices)

(732) 449-7717

(Registrant’'s telephone number including area code)

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))

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. ☐

FORWARD LOOKING STATEMENTS

This Form 8-K and other reports filed by Registrant from time to time with the Securities and Exchange Commission (collectively the “"Filings”") contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, Registrant’'s management as well as estimates and assumptions made by Registrant’'s management. When used in the filings the words “"anticipate”", “"believe”", “"estimate”", “"expect”", “"future”", “"intend”", “"plan”" or the negative of these terms and similar expressions as they relate to Registrant or Registrant’'s management identify forward looking statements. Such statements reflect the current view of Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to Registrant’'s industry, Registrant’'s operations and results of operations and any businesses that may be acquired by Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

Although Registrant believes that the expectations reflected in the forward looking statements are reasonable, Registrant cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, Registrant does not intend to update any of the forward-looking statements to conform these statements to actual results.

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

On ~~February~~March 216, 2018, the Registrant received the net proceeds of a Securities Purchase Agreement and a related convertible promissory note, dated ~~February~~March 155, 2018, in the face amount of ~~Forty~~Thirty ~~Four~~Three Thousand ($4433,000.00) Dollars and no cents issued to GSPower ~~Capital~~Up Lending ~~Partners~~Group, ~~LLC~~Ltd., (the “Holder”). The Registrant also issued a back-end collateralized, convertible promissory note, in the face amount of Forty Four Thousand ($44,000.00) Dollars and no cents issued to GS Capital Partners, LLC, which is not expected to be funded prior to the six month anniversary of the funding of the first convertible note. The back end note may be cancelled by the Registrant prior to being funded. The Promissory ~~Notes~~Note ~~mature~~matures in ~~February~~December ~~2019~~2018 and provides for interest at the rate of eight (8%) percent per annum. The ~~Notes~~Note may be converted into unregistered shares of the Registrant’s common stock, par ~~value~~ value $0.0001 per share, at the Conversion Price, as defined, in whole, or in part, at any time beginning 180 days after the date of of the ~~Notes~~Note, at the option of the Holder. All outstanding principal and unpaid accrued interest is due at maturity, if not converted prior thereto. The Registrant isincurred ~~responsible for~~ expenses amounting to $42,~~000~~500 in connection with ~~each~~this ~~of the two notes~~transaction.

The Conversion Price shall be equal to 6561% multiplied by the Market Price, as defined. The Market Price shall be equal to the average ifof the three (3) lowest ~~trading~~closing bid prices of the Registrant’s common stock on the OTC Pink Sheets during the ~~twelve~~ten (1210) trading-day period ending one trading day prior to the date of conversion by the Holder. The Conversion Price is subject to adjustment for changes in the capital structure such as stock dividends, stock splits or rights offerings. The number of shares of common stock to be issued upon conversion shall be equal to the aggregate amount of principal, interest and penalties, if any divided by the ~~Conversion~~ Conversion Price. The Holder anticipates that upon any conversion, the shares of stock it receives from the Registrant will be tradable by relying on an exemption under Rule 144 of the U.S. Securities and Exchange Commission.

~~These~~The ~~note~~Conversion ~~may~~Price beis ~~prepaid~~subject ~~with a prepayment penalty equal~~ to ~~15%~~adjustment ~~during~~in the ~~first~~event ~~60 days, 20% during the next 90 days and 30% during the next 30 days the note is outstanding. The Company has reserved 14,636,000 shares~~ of ~~its~~any ~~unissued common stock for potential conversion~~ of the ~~convertible notes.~~following:

During the period when a Major Announcement by the Registrant relating to a merger, consolidation, sale of the Registrant or substantially all of its assets or tender offer is in effect, as defined.

A merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event being consummated.

The Registrant is not permitted to pay dividends or make other distributions of capital or repurchase or otherwise acquire any shares of its capital stock without the Holder’s consent and is subject to certain restrictions on new borrowings, while there is a remaining outstanding balance related to the convertible promissory note.

These notes may be prepaid during the first six months the notes are outstanding by paying a prepayment penalty equal to 30% during the first 60 days, increasing in 5% increments each month thereafter, to a maximum of 50%. The Company has reserved 23,393,885 shares of its unissued common stock for potential conversion of the convertible note.

The convertible promissory note was privately offered and sold to the Holder in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws which the Registrant believes are available to cover this transaction based on representations, warranties, agreements, acknowledgements and understandings provided to the Registrant by the Holder.

ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS.

(a) Financial Statements of Business Acquired.

N/A

(b) Pro Forma Financial Information.

N/A

Exhibit No.		Description
10.1		Convertible Promissory Note issued to GSPower ~~Capital~~Up ~~Partners~~Lending Group, ~~LLC~~Ltd., dated ~~February~~March 155, 2018.
10.2		~~Back-end,~~Securities ~~Collateralized,~~Purchase ~~Convertible~~Agreement ~~Promissory~~between ~~Note~~the ~~issued~~Registrant toand GSPower ~~Capital~~Up ~~Partners~~Lending Group, ~~LLC~~Ltd., dated ~~February~~March 157, 2018.
10.3		Securities Purchase Agreement between the Registrant and GS Capital Partners, LLC, dated February 15, 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.

	COATES INTERNATIONAL, LTD.
	By:	/s/ Barry C. Kaye
		Barry C. Kaye
		Chief Financial Officer
Dated: February 27, 2018

	COATES INTERNATIONAL, LTD.

	By:	/s/ Barry C. Kaye
		Barry C. Kaye
		Chief Financial Officer

Dated: March 12, 2018

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