Current Report Filing (8-k)
January 23 2017 - 5:02PM
Edgar (US Regulatory)
UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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WASHINGTON, DC 20549
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FORM 8-K
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CURRENT REPORT PURSUANT
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TO SECTION 13 OR 15(D) OF THE
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SECURITIES EXCHANGE ACT OF 1934
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Date of
report (Date of earliest event reported): January 23,
2017
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SPENDSMART NETWORKS,
INC.
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(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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000-27145
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33-0756798
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(State
or Other Jurisdiction of Incorporation or
Organization)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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805
Aerovista Place, Suite 205
San Luis Obispo,
CA
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93401
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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: (866) 497-6081
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N/A
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(Former Name or
Former Address, if Changed Since Last Report)
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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):
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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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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☐
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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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Item 1.01
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Entry into a Material Definitive Agreement
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On January 23, 2017, the Company issued a Convertible Promissory
Note to Isaac Blech, a member of the Company’s board of
directors, in the sum of $100,000. The Convertible Promissory Notes
bear interest at the rate of 9%, has a six month maturity date, and
a voluntary conversion into an upcoming financing in the event the
Company closes a financing and receives gross proceeds totaling at
least $200,000. The foregoing summary of the terms of the note is
subject to, and qualified in its entirety by, the note attached
hereto as Exhibit 4.1 and incorporated by reference
herein.
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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Reference is made to the discussion in Item 1.01 above with respect
to the obligation of the Company pursuant to the Convertible
Promissory Notes.
Item 3.02
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Unregistered Sale of Equity Securities
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As stated in Item 1.01 above, which information is hereby
incorporated herein by this reference, effective January 23, 2017,
the Company sold the note to the persons identified therein. The
Company received proceeds of $100,000 under the note. The note was
not registered under the Securities Act of 1933, as amended (the
“Act”), in reliance upon the exemption from
registration contained in Section 4(2) of the Act. The note and the
shares or other securities potentially issuable upon the conversion
of the note may not be reoffered or sold in the United States by
the holder in the absence of an effective registration statement or
exemption from the registration requirements of the
Act.
The Company intends to use the proceeds from the notes for working
capital and general corporate purposes.
Item 5.02
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Departure of Directors or Certain Officers; Election of Officers;
Appointment of Certain Officers, Compensatory Arrangements of
Certain Officers
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Effective February 10, 2017, Alex Minicucci will resign as Chief
Strategy Officer and no longer be employed by the
Company.
Item 9.01
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Financial Statements and Exhibits
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Exhibit
No.
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Description
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4.1
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Convertible Promissory
Note
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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, thereunto duly
authorized.
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SPENDSMART NETWORKS, INC.
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/s/
Luke Wallace
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Dated:
January 23, 2017
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By:
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Luke
Wallce
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Chief
Executive Officer
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