UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, DCD.C. 20549

FORM 8-K

CURRENT REPORT ~~PURSUANT TO~~

~~SECTION~~Pursuant to Section 13 ORor 15(d) OFof ~~THE~~the Securities Exchange Act of 1934

~~SECURITIES~~Date ~~EXCHANGE~~of ~~ACT~~Report OF(Date ~~1934~~of earliest event reported): May 24, 2019

~~Date of report (Date of earliest event~~Hypertension ~~reported): October 10~~Diagnostics, ~~2013~~Inc.

~~HYPERTENSION~~(Exact ~~DIAGNOSTICS,~~name ~~INC.~~of registrant as specified in its charter)

(Exact Name of Registrant as Specified in Charter)

Minnesota

000-24635

41-1618036

(State or other jurisdiction of
incorporation)

(Commission
File Number)

IRS Employer

Identification No.)

Minnesota (State or Other Jurisdiction of Incorporation)

550 Highway 7 East, Unit 316

Richmond Hill, Ontario, Canada

L4B 3Z4

(Address of principal executive offices)

(Zip Code)

0-24635		41-1618036
(Commission File Number)		(IRS Employer Identification No.)
10501 Wayzata Boulevard, Suite 102
Minnetonka, Minnesota		55305
(Address of Principal Executive Offices)		(Zip Code)

(407) 449-6151

(952) 545-2457

(Registrant’s telephone number, including area code)

~~Not applicable~~N/A

(Former ~~Name~~name or ~~Former~~former ~~Address~~address, if ~~Changed Since~~changed ~~Last~~since ~~Report~~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 (17 CFR 230.425)

o☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

~~Item~~Securities ~~1.01~~registered ~~Entry~~pursuant ~~into~~to aSection ~~Material~~12(b) ~~Definitive~~of ~~Agreement.~~the Act:

OnTitle October 10, 2013, Hypertension Diagnostics, Inc. (the “Company”) entered into a Senior Secured Revolving Credit Facility Agreement (the “Credit Agreement”) with TCA Global Credit Master Fund, LP, a limited partnership organized and existing under the laws of ~~the~~each ~~Cayman~~class ~~Islands,~~Trading ~~as lender~~ Symbol(~~“TCA”~~s), ~~and~~Name ~~HDI Plastics, Inc., a corporation organized under the laws~~ of ~~the~~each ~~state~~exchange ofon ~~Texas~~which ~~and~~registered aNot ~~wholly~~applicable ~~owned~~Not ~~subsidiary~~applicable ofNot the Company, as guarantor (the “Guarantor”). Pursuant to the Credit Agreement, TCA agreed to extend a line of credit to the Company of up to $3,000,000. The Company drew down $550,000 at the initial closing, and subsequent draws may be funded at the discretion of TCA.applicable

~~The~~Indicate ~~amounts borrowed pursuant to the Credit Agreement are evidenced~~ by acheck ~~Revolving~~mark ~~Convertible~~whether ~~Promissory Note (~~the ~~“Revolving~~registrant ~~Note”) and the repayment of the Revolving Note~~ is ~~(i)~~an ~~secured~~emerging growth bycompany aas ~~first~~defined ~~priority security interest~~ in ~~substantially~~Rule ~~all~~405 of the ~~Company’s and~~Securities ~~the~~Act ~~Guarantor’s assets in favor~~ of ~~TCA,~~1933 ~~each~~(§230.405 ~~as evidenced by a Security Agreement entered into by and between TCA and each~~ of ~~the~~this ~~Company and the Guarantor (collectively, the “Security Agreements”~~chapter) ~~and~~or ~~(ii)~~Rule ~~guaranteed~~12b-2 ~~by the Guarantor, as evidenced by a Guaranty Agreement entered into by the Guarantor in favor~~ of ~~TCA (~~the ~~“Guaranty Agreement”).~~Securities ~~The~~Exchange ~~Revolving~~Act ~~Note is in the original principal amount~~ of ~~$550,000~~1934 ~~is due and payable, along with interest thereon, on April 10, 2014, and bears interest at the rate of 16~~(§240.5%12b-2 ~~per annum, increasing to the highest rate permitted by law upon the occurrence~~ of an ~~event~~this ~~of default~~chapter).

~~TCA~~Emerging ~~may~~growth ~~convert~~company all or any portion of the outstanding principal, accrued and unpaid interest, and any other sums due and payable under the Revolving Note into shares of the Company’s common stock at a conversion price equal to 85% of the lowest daily volume weighted average price of the Company’s common stock during the five trading days immediately prior to such applicable conversion date, in each case subject to TCA not being able to beneficially own more than 4.99% of our outstanding common stock upon any conversion.[_]

AsIf ~~further consideration for TCA entering into and structuring the Credit Agreement, the Company paid to TCA~~ an ~~investment~~emerging ~~banking~~growth ~~and advisory services fee of $150~~company,~~000~~ ~~(the~~indicate ~~“Stated Value”)~~ by ~~issuing~~check tomark ~~TCA~~if ~~4,494,751 shares (~~the ~~“Initial Shares”)~~ ofregistrant ~~the~~has ~~Company’s~~elected common stock, $.01 par value per share (the “Common Stock”), as well as three Common Stock Purchase Warrants (collectively, the “Common Stock Purchase Warrants”), each exercisable into 5,224,438 shares of Common Stock (collectively, the “Warrant Shares” and together with the Initial Shares, the “Facility Fee Shares”) at an exercise price of $1.00 per warrant. It is the intention of the Company and TCA that the value of the Facility Fee Shares shall equal the Stated Value. If not ~~exercised by the each of the six, nine and twelve month anniversaries of the October 10, 2013 closing, TCA has the right~~ to ~~require~~use the ~~Company~~extended totransition ~~redeem~~period each Common Stock Purchase Warrant in an amount equal to one-third of the Stated Value minus one-third of the net cash received by TCA from the sale of the Facility Fee Shares. In the event the value of the Facility Fee Shares issued to TCA and net proceeds received by TCA for ~~the~~complying ~~sale~~with ~~thereof~~any donew ~~not~~or ~~equal the~~revised ~~Stated~~financial ~~Value~~accounting ~~of $150,000, the Credit Agreement provides for an adjustment provision allowing for necessary action to adjust~~standards ~~the~~provided ~~number~~pursuant ~~of shares issued. TCA has the right~~ to ~~require~~Section ~~the Company to redeem the Facility Fee Shares and the Warrant Shares in an amount equal to the Stated Value~~ 13(~~minus the value received by TCA from the sale of any Facility Fee Shares~~a) ~~upon the “Revolving Loan Maturity Date” which is defined in the Credit Agreement as the earlier~~ of: ~~1) six months following~~ the ~~October~~Exchange ~~10, 2013 closing; 2) upon 60 days written notice by TCA; 3) upon prepayment of the Revolving Note; or 4) upon an event of default and acceleration of the Revolving Note under the Credit Agreement~~Act. [_]

~~The~~Item ~~above~~5.01 ~~descriptions of~~Changes ~~the Credit Agreement, the Revolving Note, the two Security Agreements, the Guaranty Agreement and the form of Common Stock Purchase Warrant do not purport to be complete and are qualified~~ in ~~their~~Control ~~entirety by the full text~~ of ~~the documents themselves, filed herewith, as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6, respectively, and are hereby incorporated by reference into this Item 1.01.~~Registrant

~~Item~~On 2May 24th , 2019, Mr.03 ~~Creation~~Liangjian ofPeng, through a ~~Direct~~Stock ~~Financial~~Purchase ~~Obligation~~Agreement, orreceived an3 ~~Obligation~~Million ~~under~~Preferred anshares ~~Off-Balance~~controlling ~~Sheet~~shares ~~Arrangement~~with voting rights and conversion of a1:1000 ~~Registrant~~common shares of the company stock.

~~The disclosures set forth above under~~ Item 1 8.01 ~~are~~Other ~~incorporated herein by reference into this Item 2.03.~~Events

~~Item~~Hypertension 3Diagnostics, Inc.02 ~~Unregistered~~intends ~~Sales~~to file the last two annual reports in an effort to get current with the OTC Markets and for full disclosure to stockholders of ~~Equity~~company ~~Securities~~business.

~~The disclosures set forth above under Item 1.01 are incorporated herein by reference into this Item 3.02.~~2

The Company is relying on an exemption from the registration requirements of the Securities Act of 1933, as amended, for the issuance of the Facility Fee Shares and the Common Stock Purchase Warrants pursuant to Section 4(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder. The transaction does not involve a public offering, TCA is an “accredited investor” and/or qualified institutional buyer and TCA has access to information about the Company and its investment.SIGNATURES

~~Item~~Pursuant ~~9.01~~to ~~Financial~~the ~~Statements~~requirements of ~~and~~the ~~Exhibits~~Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

(d) Exhibits

	Hypertension Diagnostics, Inc.

Date: September 6, 2019	By: /s/ Liangjian Peng
	Liangjian Peng
	Chief Executive Officer

Exhibit No.		Description
10.1		Senior Secured Revolving Credit Facility Agreement, dated effective October 10, 2013, by and among Hypertension Diagnostics, Inc., HDI Plastics, Inc. and TCA Global Credit Master Fund, LP.*
10.2		Revolving Convertible Promissory Note issued on October 10, 2013, by Hypertension Diagnostics, Inc. in favor of TCA Global Credit Master Fund, LP.
10.3		Security Agreement, dated effective October 10, 2013, by and between Hypertension Diagnostics, Inc. and TCA Global Credit Master Fund, LP.*
10.4		Security Agreement, dated effective October 10, 2013, by and between HDI Plastics, Inc. and TCA Global Credit Master Fund, LP.*
10.5		Guaranty Agreement, dated effective October 10, 2013, by HDI Plastics, Inc. in favor of TCA Global Credit Master Fund, LP.
10.6		Form of Common Stock Purchase Warrant, dated effective October 10, 2013, granted by Hypertension Diagnostics, Inc. to TCA Global Credit Master Fund, LP.

* Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Commission upon request.

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.

	HYPERTENSION DIAGNOSTICS
Date: October 15, 2013	By:	/s/ Kenneth W. Brimmer
		Name: Kenneth W. Brimmer
		Title: Chief Executive Officer and Chief Financial Officer

INDEX OF EXHIBITS

Exhibit No.		Description
10.1		Senior Secured Revolving Credit Facility Agreement, dated effective October 10, 2013, by and among Hypertension Diagnostics, Inc., HDI Plastics, Inc. and TCA Global Credit Master Fund, LP.*
10.2		Revolving Convertible Promissory Note issued on October 10, 2013, by Hypertension Diagnostics, Inc. in favor of TCA Global Credit Master Fund, LP.
10.3		Security Agreement, dated effective October 10, 2013, by and between Hypertension Diagnostics, Inc. and TCA Global Credit Master Fund, LP.*
10.4		Security Agreement, dated effective October 10, 2013, by and between HDI Plastics, Inc. and TCA Global Credit Master Fund, LP.*
10.5		Guaranty Agreement, dated effective October 10, 2013, by HDI Plastics, Inc. in favor of TCA Global Credit Master Fund, LP.
10.6		Form of Common Stock Purchase Warrant, dated effective October 10, 2013, granted by Hypertension Diagnostics, Inc. to TCA Global Credit Master Fund, LP.

* Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Commission upon request.

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