Current Report Filing (8-k)
March 06 2017 - 6:05AM
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
February 8, 2017
Date of
Report (Date of earliest event reported)
Friendable, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
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000-52917
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98-0546715
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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1821 S Bascom Ave., Suite 353, Campbell, California
95008
(Address
of principal executive offices) (Zip Code)
(855) 473-7473
Registrant’s
telephone number, including area code
Check
the appropriate box below if the Form 8-K 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))
Item 1.01 Entry into a Material Definitive Agreement.
On
February 8, 2017, Friendable, Inc. (the
“Company”
) entered into a
Securities Purchase Agreement, dated February 2, 2017 (the
“SPA”
) with EMA
Financial, LLC (
“EMA”
), to issue and sell a
8% Convertible Note in the principal amount of $159,750 (the
“
Note
”) with a
maturity date of February 2, 2018 (the “
Maturity Date
”). The Note was
funded on February 9, 2017. Interest accrues daily on the
outstanding principal amount of the Note at a rate per annum equal
to 8% on the basis of a 365-day year. The principal amount of the
Note and interest is payable on the Maturity Date. The Note is
convertible into common stock, subject to Rule 144, at any time
after the issue date, at the lower of (i) the closing sale price of
the common stock on the on the trading day immediately preceding
the closing date, and (ii) 50% of the lowest sale price for the
common stock during the twenty-five (25) consecutive trading days
immediately preceding the conversion date. If the shares are not
delivered to EMA within three business days of the Company’s
receipt of the conversion notice, the Company will pay EMA a
penalty of $1,000 per day for each day that the Company fails to
deliver such common stock through willful acts designed to hinder
the delivery of common stock to EMA. EMA does not have the right to
convert the note, to the extent that it would beneficially own in
excess of 4.9% of our outstanding common stock. The Company shall
have the right, exercisable on not less than five (5) trading
days’ prior written notice to EMA, to prepay the outstanding
balance on this note for (i) 135% of all unpaid principal and
interest if paid within 90 days of the issue date and (ii) 150% of
all unpaid principal and interest starting on the 91st day
following the issue date. In the event of default, the amount of
principal and interest not paid when due bear default interest at
the rate of 24% per annum and the EMA Note becomes immediately due
and payable. In connection with the Note, the Company paid EMA
$9,750 for its legal fees and expenses.
The
Note is a long-term debt obligation that is material to the
Company. The Note also contains certain representations,
warranties, covenants and events of default including if the
Company is delinquent in its periodic report filings with the SEC,
and increases in the amount of the principal and interest rates
under the Note in the event of such defaults. In the event of
default, at the option of EMA and in EMA’s sole discretion,
EMA may consider the Note immediately due and payable.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant
The information set forth in Item 1.01 of this Current Report on
Form 8-K is incorporated by reference into this Item
2.03.
Item 3.02 Unregistered Sales of Equity Securities
The information set forth in Item 1.01 of this Current Report on
Form 8-K is incorporated by reference into this Item
3.02.
These
securities were not registered under the Securities Act of 1933, as
amended (the “Securities Act”), but qualified for
exemption under Section 4(a)(2) of the Securities Act. The
securities were exempt from registration under Section 4(a)(2) of
the Securities Act because the issuance of such securities by the
Company did not involve a “public offering,” as defined
in Section 4(a)(2) of the Securities Act, due to the insubstantial
number of persons involved in the transaction, size of the
offering, manner of the offering and number of securities offered.
The Company did not undertake an offering in which it sold a high
number of securities to a high number of investors. In addition,
this investor had the necessary investment intent as required by
Section 4(a)(2) of the Securities Act since they agreed to, and
will receive, share certificates bearing a legend stating that such
securities are restricted pursuant to Rule 144 of the Securities
Act. This restriction ensures that these securities would not be
immediately redistributed into the market and therefore not be part
of a “public offering.” Based on an analysis of the
above factors, we have met the requirements to qualify for
exemption under Section 4(a)(2) of the Securities Act.
Since
November 14, 2016, the Company has issued, in reliance upon Section
4(a)(2) of the Securities Act, 386,891,330 shares at a weighted
average price of $0.0006 pursuant to conversion notices totaling
$237,866 received under its convertible redeemable notes
outstanding. The issuance of such convertible notes was previously
disclosed in the Company’s periodic reports filed with the
SEC.
Item 9.01 Financial Statements and Exhibits.
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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Friendable, Inc.
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Date: March
3, 2017
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By:
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/s/ Robert Rositano
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Robert
Rositano
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CEO
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