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: July 16, 2015
CROWDGATHER, INC.
(Exact name of registrant as specified in
its charter)
NEVADA
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000-52143
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20-2706319
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer Identification Number)
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20300 VENTURA BLVD., SUITE 330, WOODLAND
HILLS, CA 91364
(Address of Principal Executive Offices)
(Zip Code)
(818) 435-2472
Registrant's telephone number, including
area code
_______________________________________________________
(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))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
Item 1.01 Entry into a Material Definitive Agreement
Note # 1
On July 16, 2015,
CrowdGather, Inc. (the "Company") issued a Secured Promissory Note (the "Note")
in the aggregate principle amount of $50,000 to one investor (the "Investor").
The Note was issued on July 16, 2015 and bears an interest rate of 12% per
annum due and payable one year from the date of issuance. The Note is secured
by an existing security agreement with the Investor (the "Security Agreement")
dated December 2, 2014 to secure the timely payment and performance in full of
our obligations pursuant to any Note to the investor/noteholder.
The forgoing descriptions of
the Note and Security Agreement are summaries of the material terms only and
are qualified in their entirety by the complete text of the forms of the Note
and Security Agreement attached as exhibits 10.1 and 10.2 respectively of this
Current Report on Form 8-K.
Note # 2
On July 16, 2015, the Company
issued a Secured Promissory Note (the "Vinay Note") in the aggregate principle
amount of $96,000 to Vinay Holdings ("Vinay"). The Vinay Note was issued on
July 16, 2015 and bears an interest rate of 12% per annum due and payable one
year from the date of issuance.
In connection with the
issuance of the Vinay Note, we entered into a Security Agreement with Vinay to
secure the timely payment of performance in full of our obligations pursuant to
the Vinay Note.
The forgoing descriptions of
the Vinay Note and Security Agreement are summaries of the material terms only
and are qualified in their entirety by the complete text of the forms of the
Note and Security Agreement attached as exhibits 10.3 and 10.2 respectively of
this Current Report on Form 8-K.
SECTION 2 - FINANCIAL
INFORMATION
Item 2.03 Creation of Direct
Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of
a Registrant
See the disclosures under
Item 1.01 and 8.01 of this Current Report on Form 8-K.
SECTION 3 - SECURITIES AND
TRADING MARKETS
Item 3.02 Unregistered Sales
of Equity Securities
See the disclosures under
Item 8.01 of this current report on Form 8-K.
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SECTION 5 - CORPORATE
GOVERNANCE AND MANAGEMENT
Item 5.02 Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Resignation of Jonathan Weiss
as Chief Financial Officer
On July 16, 2015, Jonathan
Weiss resigned as Chief Financial Officer of CrowdGather,
Inc. (the "Registrant"). Mr. Weiss's resignation was not the
result of any disagreement with the policies, practices or procedures of the
Registrant. The resignation of Mr. Weiss is attached hereto as
exhibit 99.1. Mr. Weiss continues to hold 320,000 shares of the
Registrant's restricted common stock or approximately 0.3% of the issued and
outstanding common stock and stock options to purchase 870,000 shares of the
Registrant's common stock pursuant to the terms of the Registrant's 2008 Stock
Option Plan.
Appointment of Richard
Corredera as Chief Financial Officer
On July 16, 2015, the Board
of Directors of the Registrant appointed Richard Corredera as the
Registrant's new Chief Financial Officer.
Mr. Corredera joined
CrowdGather in May 2014 resulting from the merger with Plaor, Inc, and has
served, and will continue to serve, as the Registrant's Chief Operating
Officer. Mr. Corredera has approximately 20 years of experience in software
engineering, systems design and business development. From April 2012 to
the present, Mr. Corredera has served as President and Chief Operating Officer
of Plaor where he manages the business operations of Plaor including business
development, compliance, and accounting in addition to overseeing its strategic
technology development. Prior to Plaor, Richard co-founded DoubleTap Games and
was a technical director at THQ's Helixe development studio and Sony Online
Entertainment from 2002 to 2012. Mr. Corredera is an enrolled agent
and admitted to practice before the Internal Revenue Service. Mr.
Corredera is not an officer or director of any other reporting company.
Mr. Corredera beneficially
owns 2,360,830 shares of the Registrant's common stock. Mr. Corredera will continue
to receive his base compensation of $200,000 per annum, and is also eligible to
receive a discretionary annual bonus at the sole discretion of the Registrant's
Board of Directors based on the achievement of certain milestones and the
overall operational and financial performance of the Registrant. In
the event Mr. Corredera's employment by the Registrant is terminated without
good cause, the Registrant will pay Mr. Corredera severance in the amount of three
month's base salary.
Resignation of Jonathan
Dariyanani from the board of directors
On July 17, 2015, Jonathan
Dariyanani resigned as a director of CrowdGather, Inc. Mr. Dariyanani's
resignation was not the result of any disagreement with the policies,
practices, or procedures of the Registrant.
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SECTION 8 - OTHER EVENTS
Item 8.01 Other Events
The KBM Worldwide, Inc (the
"Original Holder") note (the "Note") dated January 23, 2014 was assigned to
Vinay Holdings (the "Subsequent Assignee Holder"). CrowdGather, Inc (the
"Company") directed the Original Holder to assign the Note to the Subsequent
Assignee Holder following the payment of $213,908.11 and execution of the
assignment agreement (the "Assignment Agreement") with funds provided by the
Subsequent Assignee Holder for that purpose. The outstanding principle balance
of the Note at the time of assignment was $154,000.
The complete text of the
forms of the Assignment Agreement is attached as exhibit 10.4 of this Current
Report on Form 8-K.
SECTION 9 - FINANCIAL STATEMENTS AND
EXHIBITS
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following is a
complete list of exhibits filed as part of this Report. Exhibit numbers
correspond to the numbers in the exhibit table of Item 601 of Regulation S-K.
Exhibit No.
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Description
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10.1
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Form of Secured Promissory
Note
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10.2
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Form of Security
Agreement
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10.3
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Form of Vinay Secured
Promissory Note
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10.4
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KBM Worldwide,
Inc. Assignment Agreement
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99.1
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Resignation Letter of Jonathan Weiss as
Chief Financial Officer
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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.
CROWDGATHER, INC.
By:/s/Sanjay
Sabnani
Sanjay Sabnani, Chief Executive Officer
Date: July 17,
2015
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