Current Report Filing (8-k)
July 23 2014 - 6:02AM
Edgar (US Regulatory)
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
July 16, 2014
Date of Report (Date of earliest event reported)
iHookup Social, Inc.
f/k/a Titan Iron Ore Corp.
(Exact name of registrant as specified in its
charter)
| Nevada |
000-52917 |
98-0546715 |
| (State or other jurisdiction |
(Commission |
(IRS Employer |
| of incorporation) |
File Number) |
Identification No.) |
125 E. Campbell Ave., Campbell, California
95008
(Address of principal executive offices) (Zip
Code)
(855) 473-7473
Registrant’s telephone number, including
area code
Check the appropriate box below if the Form 8-K 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))
Item 1.01 Entry into a Material Definitive Agreement.
As of July 11, 2014, and with a closing date
of July 16, 2014, the Company entered into a Convertible Note Purchase Agreement with Eastmore Capital LLC (“Eastmore”),
pursuant to which the Company sold to Eastmore an $80,000 face value 12% Convertible Note (the “Eastmore Note”)
with a maturity date of July 10, 2015 (the “Eastmore Maturity Date”). Interest accrues daily on the outstanding
principal amount of the Eastmore Note at a rate per annum equal to 12% on the basis of a 365-day year. The principal amount of
the Eastmore Note and interest is payable on the Eastmore Maturity Date. The Eastmore Note is convertible into common stock, subject
to Rule 144, at any time after the issue date, at the lower
of (i) the
closing sale
price of the
common
stock on the on
the trading day
immediately
preceding the closing
date, and (ii)
50% of the lowest
sale price for the
common stock
during the ten (10)
consecutive trading days immediately
preceding the
conversion date. If the shares are not delivered to Eastmore within three business
days of the Company’s receipt of the conversion notice, the Company will pay Eastmore a penalty of $1,000 per day for each
day that the
the Company fails to
deliver such
common
stock through
willful acts
designed to hinder
the delivery
of common
stock to Eastmore.
Eastmore does not have the right to convert the note, to the extent that it would beneficially own in excess of 4.9% of our outstanding
common stock. The Company shall have the
right, exercisable on
not less than
five (5)
trading days
prior written notice to
Eastmore, to prepay
the outstanding
balance on this note
for $120,000 plus any and
all accrued
and unpaid interest
on the unpaid principal
amount. In the event of default, the amount of principal and interest not paid
when due bear default interest at the rate of 24% per annum and the Eastmore Note becomes immediately due and payable. In connection
with the Eastmore Note, the Company paid Eastmore $2,500 for its legal fees and expenses and paid third party brokers a $10,000
fee.
Item 3.02 Unregistered Sales of
Equity Securities.
See the disclosure under Item 1.01 of this
current report on Form 8-K.
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.
IHOOKUP SOCIAL, INC.
Date: July 22, 2014
By:
/s/ Robert Rositano
Robert Rositano
CEO