Current Report Filing (8-k)
September 30 2016 - 4:06PM
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
Date
of Report (Date of earliest event reported): September 26, 2016
SOUL
AND VIBE INTERACTIVE INC.
(Exact
Name of Registrant as Specified in Charter)
Nevada
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000-55091
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38-3829642
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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6548
South Big Cottonwood Canyon Road
Salt
Lake City, Utah
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84121
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (763) 400-8040
Copies
to:
Richard
A. Friedman, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway, 32
nd
Floor
New
York, New York 10006
Telephone:
(212) 930-9700
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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d 2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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FORWARD-LOOKING
STATEMENTS
This
Current Report on Form 8-K contains forward-looking statements. Forward-looking statements include statements concerning plans,
objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than
statements of historical facts. These statements are subject to uncertainties and risks including, but not limited to (i) securing
capital for general working purposes, and (ii) other risks and in statements filed from time to time with the Securities and Exchange
Commission (the “
SEC
”). All such forward-looking statements, whether written or oral, and whether made by or
on behalf of the Company, are expressly qualified by the cautionary statements and any other cautionary statements which may accompany
the forward-looking statements. In addition, the Company disclaims any obligation to, and will not, update any forward-looking
statements to reflect events or circumstances after the date hereof.
ITEM
1.01
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ENTRY
INTO A MATERIAL DEFINITIVE AGREEMENT.
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On
September 27, 2016, Soul and Vibe Interactive Inc. (the “
Company
”) completed the closing of a services transaction
(the “
Transaction
”) with an independent contractor (the “
Contractor
”). Pursuant to the terms
of the Independent Contractor Agreement (the “
Contractor Agreement
”), the Company has engaged the Contractor
for market due diligence and consulting services. As part of the Contractor Agreement, the Contractor purchased a 0% Convertible
Debenture (the “
Debenture
”) in the aggregate principal amount of $10,000.00. Interest on the Debenture is payable
in the amount of 0% of the principal amount, regardless of how long the Debenture remains outstanding. The Debenture is convertible
into shares of the Company’s common stock, at any time and at the discretion of the Investor, at a variable conversion price
(“
VCP
”). The VCP is calculated as the lowest trading price during the twenty (20) trading days immediately
prior to the conversion date multiplied by fifty percent (50%). As the Agreement is a contract for services, no option for Debenture
prepayment is applicable. The Contractor may convert this Note pursuant to the terms defined above at all times until the outstanding
amount has been received in full. Any transfer and/or sale of the Debenture, by the Contractor to a third party, either in whole
or in part, must be approved, in writing, by the Company. The Company has received no, and will receive no, consideration from
Contractor for closing this Consulting Agreement.
On
September 27, 2015, the Company issued an 8% Convertible Promissory Note (the “
Legal Services Note
”) in the
aggregate principal amount of $130,000 to the Corporation’s counsel in exchange for legal services provided. Interest on
the Note is payable in the amount of 8% of the principal amount, regardless of how long the Debenture remain outstanding. Principal
and interest is due and payable September 27, 2017, twelve months after the date of the Note. Interest on the Debenture is payable
in the amount of 8% of the principal amount, regardless of how long the Debenture remain outstanding. Principal and interest is
due and payable September 27, 2017, twelve (12) months after the date of the Debenture. The Debenture is convertible into shares
of the Company’s common stock at any time at the discretion of the Investor at a variable conversion price (“
VCP
”).
The VCP is calculated as the lowest trading price during the twenty five (25) trading days immediately prior to the conversion
date multiplied by fifty percent (50%). Any transfer and/or sale of the Debenture, by the Contractor to a third party, either
in whole or in part, must be approved, in writing, by the Company.
The
Company may prepay the Debenture, subject to five business days prior notice to the Investor, by: (i) within an initial 89 days
period after the issuance of the Debenture, by paying an amount equal to 100% multiplied by the amount that the Company is prepaying;
and (ii) within the period of the 90
th
day through the 119
th
day after the issuance of the Debenture, by
paying an amount equal to 105% multiplied the amount that the Borrower is prepaying; and (iii) within the period of the 120
th
day through the 149
th
day after the issuance of the Debenture, by paying an amount equal to 110% multiplied the
amount that the Borrower is prepaying; and (iv) within the period of the 150
th
day through the 179
th
day
after the issuance of the Debenture, by paying an amount equal to 115% multiplied the amount that the Borrower is prepaying. Beginning
on the 180
th
day after the issuance of this Note, there shall be no prepayment permitted so long as the Note remains
outstanding, unless the Borrower and Holder otherwise agree in writing. Any such prepayment of principal shall only be executed
provided that such amount must be paid in cash on the next business day following such 5 business day notice period, and the Investor
may still convert this Note pursuant to the terms here of at all times until such prepayment amount has been received in full.
On
September 27, 2015, the Company issued a Warrant (the “
Warrant
”) to its counsel to purchase one million (1,000,000)
shares (the “
Warrant Shares
”) of fully paid and nonassessable common stock at an exercise price of $0.0005
per share (the “
Exercise Price
”). The Warrant may be exercised on a “cashless” basis, is exercisable,
in whole or in part, at any time (i) commencing on the date of this Warrant (the “
Initial Exercise Date
”) and
(ii) prior to the expiration of five (5) years following the date of this Warrant.
The
foregoing descriptions of each of the notes and warrant does not purport to be complete and is qualified in its entirety by reference
to the full text of each document, which are filed as Exhibits to this Current Report on Form 8-K and are incorporated herein
by reference.
ITEM
2.03
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CREATION
OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
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The
information provided in response to Item 1.01 of this report is incorporated by reference into this Item 2.03.
ITEM
3.02
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UNREGISTERED
SALES OF EQUITY SECURITIES
.
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The
information provided in response to Item 1.01 of this report is incorporated by reference into this Item 3.02. The securities
were issued in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation
D under the Securities Act. Each investor represented that it was an accredited investor, as defined in Rule 501 of Regulation
D, and that it was acquiring the securities for its own account, not as nominee or agent, and not with a view to the resale or
distribution of any part thereof in violation of the Act.
Item
9.01
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Financial
Statements and Exhibits
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(d)
Exhibits
.
Exhibit
No.
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Description
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4.1
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Form
of 0% Convertible Promissory Note for market due diligence and consulting services
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4.2
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Form
of 8% Convertible Promissory Note for legal services
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4.3
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Form
of Warrant for legal services
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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.
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SOUL
AND VIBE INTERACTIVE INC.
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Date:
September 30, 2016
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By:
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/s/
Peter Anthony Chiodo
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Peter
Anthony Chiodo
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Chief
Executive Officer and President
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