Current Report Filing (8-k)
July 10 2017 - 6:17AM
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): July
3, 2017
Textmunication Holdings Inc.
(Exact name of registrant as specified in its charter)
Nevada
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000-21202
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58-1588291
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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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1940
Contra Costa Blvd.
Pleasant
Hill, CA
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94523
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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:
925-777-2111
(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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17CFR 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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SECTION
1 – REGISTRANT’S BUSINESS AND OPERATIONS
Item
1.01 Entry into a Material Definitive Agreement
Effective
July 3, 2017, our company and Auctus Fund, LLC (“Auctus”) entered into a Settlement Agreement and Mutual General Release
(the “Settlement Agreement”). Pursuant to the Settlement Agreement, the parties agreed as follows:
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●
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We
agreed to issue 550,000,000 shares of our common stock (the “Shares”) to Auctus in settlement of a Securities
Purchase Agreement with Auctus dated July 22, 2016;
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●
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The
Shares are subject to a Leak-Out Agreement, which provides that Auctus may publicly sell daily the greater of 4,910,714 shares
or 20% of the average daily trading volume over the prior 10-day trading period; and
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●
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Upon
receipt of the Shares and an irrevocable letter of instruction to our transfer agent, which was executed on July 3, 2017,
the parties agreed to release each other from all claims.
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The
foregoing description is intended only as a summary of the material terms of the Settlement Agreement and Leak-Out Agreement and
is qualified in its entirety by reference to the full Settlement Agreement and Leak-Out Agreement, copies of which are attached
as Exhibits 10.1 and 10.2 to this Form 8-K and are hereby incorporated by reference herein.
Item
1.02 Termination of a Material Definitive Agreement
The
information provided in Item 1.01 concerning the termination of a material definitive agreement is incorporated by reference in
this Item 1.02.
SECTION
9 – FINANCIAL STATEMENTS AND EXHIBITS
Item
9.01 Financial Statements and Exhibits
Exhibit
No.
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Description
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10.1
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Settlement
Agreement, dated June 23, 2017
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10.2
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Leak-Out
Agreement, dated June 23, 2017
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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.
Textmunication
Holdings.
/s/ Wais Asefi
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Wais
Asefi
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Chief
Executive Officer
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Date:
July 10, 2017
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