Current Report Filing (8-k)

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): May 18, 2016

XcelMobility Inc.

(Exact Name of Registrant as Specified in its Charter)

Nevada

000-54333

98-0561888

(State or other jurisdiction

of incorporation)

(Commission
File Number)

(IRS Employer

Identification No.)

2225 East Bayshore Road, Suite 200

Palo Alto, CA

94303

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (650) 320-1728

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 (see General Instruction A.2. below):

	[ ]	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.

On May 18, 2016, XcelMobility, Inc., a Nevada corporation (the “Company”), entered into two convertible promissory notes in the aggregate principal amount of USD $1,000,000 (the “Notes”) with two foreign accredited investors (the “Investors”).

The Notes mature on December 31, 2016 and accrue interest at the rate of 5.0% per annum. The Notes are convertible at any time prior to August 18, 2016, in whole or in part, at the Investors’ option into shares of the Company’s common stock, par value $0.001 per share, at a conversion price equal to $0.001 (as adjusted for stock splits, stock dividends, stock combinations or other similar transactions).

The Notes contain customary representations, warranties and covenants by, among and for the benefit of the parties and contain similar terms as the convertible promissory note issued by the Company to Biz Wit Holdings Ltd. as filed with the Securities Exchange Commission on May 6, 2016.

SECTION 3 – SECURITIES AND TRADING MARKETS

Item 3.02. Unregistered Sales of Equity Securities.

The disclosure set forth under Item 1.01 of this Report is incorporated by reference into this Item.

The Notes were issued in reliance upon Regulation S of the Securities Act of 1933, as amended and the rules and regulations promulgated thereunder (the “Securities Act”), to investors who are “accredited investors,” as such term is defined in Rule 501(a) under the Securities Act, or in offshore transactions (as defined in Rule 902 under Regulation S of the Securities Act), based upon representations made by such investors.

SIGNATURE

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.