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~~December 307, 2020 (~~November~~December 253, 2020)

CurAegis Technologies, Inc.

(Exact name of registrant as specified in its charter)

New York	000-24455	16-1509512
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

350 Linden Oaks Rochester, New York		14625
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:

585-254-1100

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:

☐ 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 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None.	N/A	N/A

Item 1.01	Entry into a Material Definitive Agreement
Item 2.03	Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item 3.02	Unregistered Sales of Equity Securities

Item 1.01 Entry into a Material Definitive Agreement

~~This~~The ~~Current~~information ~~Report~~required onby ~~Form~~this ~~8-K of CurAegis Technologies, Inc. (the "Company”) reports that on November~~Item ~~25, 2020, the Company entered into a securities purchase agreement with Geneva Roth Remark Holdings, Inc~~1., a New York corporation and subsidiary of Power Up Lending Group Ltd. ("GRR"), pursuant to which GRR purchased a convertible promissory note of the Company in the principal amount of $40,000 (the "Note"). The Note has a one-year term and bears interest at 8%, with any interest or principal not paid when due earning 22% interest. The Note 01 is ~~convertible~~set ~~into~~forth the Company's common stock at a conversion price of 65% of the lowest per share closing price during the 20 days prior to conversion, with a limitation on conversion prohibiting the conversion of any portion of the Note that would result in ~~beneficial ownership by GRR of more than 4~~Item 2.~~99% of the Company's issued and outstanding common stock~~01 below, ~~other than shares~~ which ~~may~~is beincorporated ~~deemed~~herein ~~beneficially owned~~ by ~~GRR through ownership of the unconverted portion of the Note or any other security of the Company that is subject to an analogous limitation on conversion or exercise~~reference. Under the securities purchase agreement, for so long as the Note is outstanding, the Company may not, without GRR's consent, sell any significant portion of its assets outside the ordinary course of business in a transaction that would render the Company a shell company under the Securities Act.

~~The~~Item ~~Note is included in a private placement exempt from registration under the Securities Act and Rule 506 thereunder~~2.01 ~~GRR~~Completion ~~is an accredited investor. Neither the Note nor the shares~~ of ~~common~~Acquisition ~~stock to be issued upon conversion of the Note will be registered under the Securities Act and may not be offered~~ or ~~sold~~Disposition ~~in the United States absent registration or an applicable exemption from registration requirements. This report does not constitute an offer for the sale~~ of any securities. The descriptions of the Note and the securities purchase agreement pursuant to which the Note was offered are qualified in their entirety by reference to the securities purchase agreement and the Note, copies of which are attached as Exhibits 4.1 and 4.2 hereto and incorporated by reference herein.Assets

~~Item~~On 9December 2, 2020, CurAegis Technologies, Inc.01 ~~Financial~~(the ~~Statements~~“Company”) completed of the sale of its Aegis division assets, including its hydraulic testing equipment, prototypes, and ~~Exhibits~~other fixed assets as well as intellectual property, including patents, trademarks, and trade secrets relating to the Aegis division business (the “Aegis Assets”).

~~4.1~~Poseidon ~~Form~~Fluid ofPower, ~~Securities~~LLC (“Poseidon”) acquired the Aegis Assets pursuant to an Asset Purchase Agreement, between Poseidon and the Company, dated December 2, 2020 on an “as-is” basis (the “Agreement”). In addition, pursuant to the Technology Transfer & Assignment Agreement , between Poseidon and the Company, dated December 2, 2020 (the “TTAA”), for a ten year period from the date of the TTAA (the “Retainage Period”), Poseidon will pay the Company (i) 5% of all revenue received from the sale or lease of any products based upon or incorporating the Aegis Assets, and (ii) 15% of all licensing and royalty revenues associated with the Aegis Assets. In the event that Poseidon enters into any transaction or series of transactions involving any sale, transfer, assignment or other conveyance of all or any portion of the Aegis Assets (a “Sale Transaction”) within the Retainage Period, it will pay the Company net proceeds from the Sale Transaction as follows: 40% within the first twelve months of the TTAA, 20% within the three year period following the first anniversary of the TTAA, and 10% for years thereafter through the Retainage Period.

4Item 7.201 ~~Form~~Regulation ofFD ~~Note~~Disclosure

~~SIGNATURES~~On December 7, 2020, the Company issued a press release announcing that it had completed the sale of the Aegis Assets. A copy of the press release is attached to this current report as Exhibit 99.1 and is incorporated by reference herein.

~~Pursuant~~The toinformation ~~the~~contained ~~requirements~~in this Item 7.01 shall not be deemed “filed” for purposes of ~~the~~Section ~~Securities~~18 of the Exchange Act, ofor ~~1934,~~otherwise subject to the ~~registrant~~liabilities ~~has~~of ~~duly~~that ~~caused~~section, ~~this~~nor ~~report~~shall toit be ~~signed~~deemed onincorporated ~~its~~by ~~behalf~~reference byin any filing under the ~~undersigned~~Securities ~~hereunto~~Act ~~duly~~or ~~authorized~~the Exchange Act, except as expressly set forth by specific reference in such a filing.

	CurAegis Technologies, Inc.
November 30, 2020	By:	/s/ James R. Donnelly
		James R. Donnelly
		Chief Executive Officer

Item 9.01 Financial Statements and Exhibits

(d)

2.1 Asset Purchase Agreement, between Poseidon Fluid Power, LLC and CurAegis Technologies, Inc., dated December 3, 2020

2.2 Technology Transfer & Assignment Agreement, between Poseidon Fluid Power, LLC and CurAegis Technologies, Inc.,, dated December 3, 2020

99.1 Press Release of CurAegis Technologies, Inc. dated December 7, 2020

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.

	CurAegis Technologies, Inc.


December 7, 2020	By:	/s/ James R. Donnelly
		James R. Donnelly
		Chief Executive Officer

Filing Compare · CurAegis Technologies, Inc.