Amended Current Report Filing (8-k/a)
October 14 2016 - 5:25PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
Amendment No. 1 to
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 30, 2016
PEERLOGIX, INC.
(Exact name of registrant as specified in its
charter)
Nevada
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333-191175
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46-4824543
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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119 West 24
th
Street, 4
th
Floor, New York, New York
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10011
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(Address of principal executive offices)
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(Zip Code)
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(914) 550-9993
(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))
EXPLANATORY NOTE
We are filing this Amendment No. 1 (the “Amendment”)
to the Current Report on Form 8-K we filed on October 13, 2016 in order to correct an inadvertent typo regarding the price per
Unit of our securities, which was mistakenly described to be $75,000 per Unit. The price has been corrected to $10,000 per Unit
in this Amendment.
Important Notice
The disclosure within this Current Report on
Form 8-K is being made pursuant to and in accordance with Rule 135c under the Securities Act of 1933, as amended. As required
by Rule 135c, this report does not constitute an offer to sell or the solicitation of an offer to buy securities, and shall not
constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of that jurisdiction.
Section 3 – Securities and Trading
Markets
Item 3.02 Unregistered Sales of Equity Securities
PeerLogix, Inc. (the “Company”)
conducted two closings on September 30, 2016 and October 7, 2016, respectively, in connection with a private placement (the “Offering”)
through a placement agent of up to a total of 75 units (the “Units”) of the Company’s securities pursuant to
Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 of Regulation D under
the Securities Act. Each Unit is being offered at a price of $10,000 and consists of one six (6) month, 18% convertible promissory
note (36% on an annual basis) with a face value of $10,000 and warrants to acquire an aggregate number of shares equal to 50% of
the shares of common stock into which the Note related thereto shall initially be convertible at an exercise price of $0.10 per
share during the four (4) year period commencing on the final closing of this Offering.
The Offering will continue until October 31,
2016, unless extended by the Company and the placement agent for the Offering, for up to 30 days.
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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PEERLOGIX, INC.
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Date: October 14, 2016
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By:
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/s/ William Gorfein
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Name: William Gorfein
Title: Chief Executive Officer
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