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): ~~March~~April 122, 2018 (~~March~~April 62, 2018)

COATES INTERNATIONAL, LTD. ~~(Exact name of registrant as specified in its charter)~~

(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 1.0301 ~~CREATION~~ENTRY OFINTO A ~~DIRECT~~MATERIAL ~~FINANCIAL~~DEFINITIVE ~~OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT~~AGREEMENT.

On March 619, 2018, ~~the~~Coates ~~Registrant~~International, Ltd., ~~received~~a Delaware Corporation (the ~~net~~“Registrant”) ~~proceeds~~entered ofinto a ~~Securities~~Settlement ~~Purchase~~ Agreement and ~~related~~Stipulation ~~convertible~~(the ~~promissory~~“Settlement ~~note,~~Agreement”) ~~dated~~with ~~March~~Livingston 5,Asset ~~2018~~Management LLC, ina ~~the~~Florida ~~face~~limited ~~amount~~liability ofcompany ~~Thirty Three Thousand~~ (~~$33,000.00~~“LAM”), ~~Dollars~~pursuant ~~and no cents issued~~ to ~~Power Up Lending~~which ~~Group, Ltd., (~~the ~~“Holder”).~~Registrant ~~The~~agreed ~~Promissory~~to ~~Note~~issue ~~matures~~common instock ~~December~~to ~~2018~~LAM ~~and~~in ~~provides~~exchange for ~~interest at~~ the ~~rate~~settlement of ~~eight~~ ~~(8%) percent per annum~~$69,389.00 ~~The~~(the ~~Note~~“Settlement ~~may~~Amount”) of bepast-due ~~converted~~obligations ~~into~~and ~~unregistered~~accounts ~~shares~~payable of the Registrant~~’s common stock, par value $0~~.~~0001~~ ~~per~~LAM ~~share,~~purchased at the ~~Conversion~~obligations ~~Price,~~and asaccounts ~~defined,~~payable infrom ~~whole, or in part, at any time beginning 180 days after the date of~~certain ~~the~~vendors ~~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 ~~incurred~~as ~~expenses~~described ~~amounting to $2,500 in connection with this transaction~~below.

~~The Conversion~~On ~~Price~~April ~~shall~~2, be2018, ~~equal~~the toCircuit ~~61%~~Court ~~multiplied~~of Baltimore byCounty, Maryland (the ~~Market Price~~“Court”), asentered ~~defined.~~an ~~The~~order ~~Market~~(the ~~Price~~“LAM ~~shall~~Order”) beapproving, ~~equal~~among toother things, the ~~average~~ fairness of the ~~three~~terms (and conditions of an exchange pursuant to Section 3(a)(10) ~~lowest~~of ~~closing~~the ~~bid~~Securities ~~prices~~Act of 1933, as amended (the ~~Registrant’s~~“Securities ~~common~~Act”), ~~stock~~in onaccordance ~~the~~with ~~OTC~~a ~~Pink~~stipulation ~~Sheets~~of ~~during~~settlement, pursuant to the ~~ten~~Settlement ~~(10)~~Agreement ~~trading-day~~between ~~period~~the ~~ending~~Registrant ~~one~~and ~~trading~~LAM, ~~day~~in ~~prior~~the tomatter ~~the~~entitled ~~date~~Livingston ofAsset ~~conversion~~Management byLLC v. Coates International, Ltd. (the ~~Holder~~“LAM Action”). ~~The~~LAM ~~Conversion~~commenced ~~Price~~the isLAM ~~subject~~Action against the Registrant to ~~adjustment~~recover ~~for~~an aggregate of $69,389.00 of past-due obligations ~~changes~~and inaccounts ~~the~~payable ~~capital~~of ~~structure~~the ~~such~~Registrant as(the ~~stock~~“LAM ~~dividends~~Claim”), ~~stock~~which ~~splits~~LAM orhad ~~rights~~purchased ~~offerings.~~from ~~The~~certain ~~number~~vendors of ~~shares~~the Registrant pursuant to the terms of ~~common~~separate ~~stock to~~claim bepurchase ~~issued~~agreements ~~upon~~between ~~conversion~~LAM ~~shall~~and beeach ~~equal~~of tosuch vendors (the ~~aggregate~~“LAM ~~amount~~Assigned ofAccounts”). The ~~principal,~~LAM ~~interest~~Assigned ~~and~~Accounts ~~penalties,~~relate ifto ~~any~~certain ~~divided~~contractual byobligations and legal services provided to the ~~Conversion~~ ~~Price~~Registrant. The ~~Holder~~LAM ~~anticipates~~Order provides ~~that~~for ~~upon~~the ~~any~~full ~~conversion,~~and ~~the~~final ~~shares~~settlement of ~~stock~~the itLAM ~~receives~~Claim ~~from~~and the ~~Registrant~~LAM ~~will~~Action. ~~be tradable~~The bySettlement ~~relying~~Agreement became effective and binding on anthe ~~exemption~~Registrant ~~under~~and ~~Rule~~LAM ~~144~~upon execution of the ~~U.S.~~LAM ~~Securities~~Order ~~and~~by ~~Exchange~~the ~~Commission~~Court on April 2, 2018.

~~The~~Pursuant to the terms of the ~~Conversion~~Settlement ~~Price~~Agreement isapproved ~~subject~~by the LAM Order, on April 2, 2018, the Registrant agreed to ~~adjustment~~issue shares to LAM (the “LAM Settlement Shares”) of the Registrant’s common stock, $0.0001 par value (the “Common Stock”). The Settlement Agreement provides that the LAM Settlement Shares will be issued in one or more tranches, as necessary, sufficient to satisfy the ~~event~~LAM Settlement Amount through the issuance of ~~any~~freely trading securities issued in reliance upon an exemption from registration as provided for in Section 3(a)(10) of the ~~following:~~Securities Act. Pursuant to the Settlement Agreement, LAM may deliver a request to the Registrant for shares of Common Stock to be issued to LAM (the “LAM Share Request”). The parties reasonably estimate that the fair market value of the LAM Settlement Shares to be received by LAM is equal to approximately $99,127.00. Additional tranche requests shall be made as requested by LAM until the LAM Settlement Amount is paid in full.

1.The ~~During~~Settlement Agreement provides that in no event shall the ~~period~~number of shares of Common Stock issued to LAM or its designee in connection with the Settlement Agreement, when aaggregated ~~Major~~with ~~Announcement~~all other shares of Common Stock then beneficially owned by ~~the~~LAM ~~Registrant~~and ~~relating~~its affiliates (as calculated pursuant to aSection ~~merger~~13(d) of the Securities Exchange Act of 1934, ~~consolidation~~as amended (the “Exchange Act”), ~~sale~~and ofthe rules and regulations thereunder), result in the ~~Registrant~~beneficial orownership ~~substantially~~by ~~all~~LAM ofand its ~~assets~~affiliates orof ~~tender~~more ~~offer~~than is9.99% inof ~~effect,~~the asCommon ~~defined~~Stock.

2.The Adescription ~~merger,~~of ~~consolidation,~~the ~~exchange~~Settlement ofAgreement does ~~shares,~~not ~~recapitalization~~purport to be complete and is qualified in its entirety by reference to the Settlement Agreement, ~~reorganization~~which oris ~~other~~filed ~~similar~~as ~~event~~Exhibit 10.1 ~~being~~to ~~consummated~~this Current Report on Form 8-K and incorporated herein by reference.

~~The Registrant~~ITEM is3.02 ~~not~~UNREGISTERED ~~permitted~~SALES toOF ~~pay~~EQUITY 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 noteSECURITIES.

~~These notes~~Reference ~~may~~is bemade ~~prepaid~~to ~~during~~ the ~~first~~disclosures ~~six months the notes are outstanding by paying a prepayment penalty equal to 30% during~~set ~~the~~forth ~~first~~under 60Item ~~days,~~1.01 ~~increasing in 5% increments each month thereafter, to a maximum~~ of ~~50%.~~this ~~The~~Current ~~Company has reserved 23~~Report,~~393,885 shares~~ ofwith ~~its~~disclosures ~~unissued~~incorporated ~~common~~herein ~~stock~~by ~~for potential conversion of the convertible note~~reference.

The ~~convertible~~ ~~promissory~~issuances ~~note~~of ~~was~~Common ~~privately~~Stock ~~offered~~pursuant ~~and~~to ~~sold~~the toterms of the ~~Holder~~Settlement Agreement, inapproved ~~reliance~~by onthe ~~specific~~LAM ~~exemptions~~Order, are exempt from the registration requirements of the ~~United~~Securities ~~States~~Act ~~federal~~pursuant ~~and~~to ~~state~~Section 3(a)(10) thereof, as an issuance of securities ~~laws~~in ~~which~~exchange for bona fide outstanding claims, where the ~~Registrant~~terms ~~believes~~and conditions of such issuances are ~~available~~approved toby ~~cover~~a ~~this transaction~~court ~~based~~after ona ~~representations,~~hearing ~~warranties,~~upon ~~agreements,~~the ~~acknowledgements~~fairness of such terms and ~~understandings~~conditions ~~provided~~at which all persons to ~~the~~whom ~~Registrant~~it byis proposed to issue securities in such exchange shall have the ~~Holder~~right to appear.

~~ITEM~~ SECTION 9~~.01~~ ~~FINANCIAL~~– ~~STATEMENT~~Financial ~~AND~~Statements ~~EXHIBITS.~~and Exhibits

~~(a)~~ Item 9.01 Financial Statements ofand ~~Business Acquired.~~Exhibits

~~N/A~~(a) Financial Statements Not applicable (b) Pro Forma Financial Information Not applicable (c) Exhibits

(b) Pro Forma Financial Information.

Exhibit No.		Description
10.1		Settlement Agreement, dated March 19, 2018
10.2		Circuit Court of Baltimore County, Maryland Order Granting Approval of Settlement Agreement and Stipulation

~~N/A~~2

~~(c) Exhibits.~~SIGNATURES

Exhibit No.		Description
10.1		Convertible Promissory Note issued to Power Up Lending Group, Ltd., dated March 5, 2018.
10.2		Securities Purchase Agreement between the Registrant and Power Up Lending Group, Ltd., dated March 7, 2018.

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.

2COATES INTERNATIONAL, LTD.

~~SIGNATURES~~/s/ George J. Coates George J. Coates President and Chief Executive Officer Date: April 2, 2018

~~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.~~3

COATES INTERNATIONAL, LTD. By: /s/ Barry C. Kaye Barry C. Kaye Chief Financial Officer

Dated: March 12, 2018

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