Current Report Filing (8-k)
June 30 2017 - 2:58PM
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) June 30, 2017
Max Sound Corporation
(Exact name of registrant
as specified in charter)
Delaware
(State or other Jurisdiction
of Incorporation or Organization)
000-51886
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8837 Villa La Jolla Drive,
Unit 12109
La Jolla, California 92039
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26-3534190
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(Commission File Number)
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(Address of Principal Executive Offices and zip code)
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(IRS Employer Identification No.)
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(800) 327-MAXD
(Registrant's telephone
number, including area code)
n/a
(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 registrant under any of the following provisions:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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 June 27, 2017, Max Sound
Corporation (the “Company”) entered into a series of transactions (the “Funding Transactions”) in order
to increase their liquidity. In connection with the Funding Transactions, the Company issued Bellridge Capital (“Bellridge”)
an 8% convertible note in the principal amount of $171, 250 due on June 27, 2018. The note is convertible into common stock at
65% of the lowest trading price for the Company’s common stock during the ten trading days immediately preceding the date
of conversion. The note is pre-payable by the Company, as provided therein. Bellridge paid an aggregate of $157,550 to Power Up
Lending LLC and Eagle Equities LLC and the note contains an 8% original issue discount bringing the total to a $171,250 principal
amount. The Company’s obligations to Power Up Lending LLC and Eagle Equities LLC are now owed to Bellridge.
In addition, pursuant to
a Securities Purchase Agreement dated June 27, 2017, the Company issued Bellridge an 8% promissory note due June 27, 2018 in the
principal amount of $
268,000
. The note is convertible into common stock at 65% of the lowest trading price for the Company’s
common stock during the ten trading days prior to the date of conversion. The note is prepayable by the Company as provided therein.
The note contains an 8% original issue discount. Pursuant to the SPA, the proceeds of the loan are to be used by the Company to
pay off its obligation to GS Capital and Crownbridge LLC.
The forgoing description
on the SPA and the Notes does not constitute a complete summary of the Funding Transactions and reference should be made to the
SPA and the Notes which are filed as exhibits 10.1, 10.2 and 10.3 to this Form 8-K and are incorporated by reference herein.
Item 2.03 Creation of a Direct Financial
Obligation or an obligation under an Off-Balance Sheet Arrangement of a Registrant.
Reference is made to the disclosure set forth
under Item 1.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On June 28, 2017 Max Sound
Corporation issued a press release announcing a two million dollar funding commitment (the “Funding Commitment”) by
and between the Company and Bellridge Capital, LLC(the “Lender”).A copy of the press release is filed as an Exhibit
hereto and is incorporated herein by reference.
The information in this
Item 7.01 disclosure, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
under that Section. In addition, the information in this Item 7.01 disclosure, including Exhibit 99.1, shall not be incorporated
by reference into the filings of the Registrant under the Securities Act of 1933, as amended, or the Exchange Act, except as shall
be expressly set forth by specific reference in such filing.
10.1
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Securities Purchase Agreement dated June 27, 2017 by and between the Company and Bellridge Capital, Inc.
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10.2
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8% convertible promissory note in the principal amount of $171,250 dated June 27, 2017.
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10.3
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8% convertible promissory note in the principal amount of 268,000 dated June 27, 2017.
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99.1
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Press Release with titled, MAXD Secures $2
Million Funding Commitment.
Dated June 28, 2017
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SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
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MAX SOUND CORPORATION
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Date: June 30, 2017
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By:
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/s/
John Blaisure
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Name: John Blaisure
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Title: Chief Executive Officer
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