Current Report Filing (8-k)
April 19 2019 - 03:34PM
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):
April
15, 2019
LANDSTAR,
INC.
(Exact
name of registrant as specified in its charter)
NEVADA
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000-30542
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86-0914051
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
Number)
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101
J Morris Commons Lane, Suite 105
Morrisville,
North Carolina 27560
(Address
of Principal Executive Offices)
919-858-6542
(Registrant’s
telephone number including area code)
1053
E. Whitaker Mill Road, Suite 115, Raleigh, North Carolina 27604
(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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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [X]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
1.01 Entry into a Material Definitive Agreement.
On
15 April 2019 LandStar, Inc. (the “
Company
”) closed a financing transaction pursuant to the terms and
conditions of a Securities Purchase Agreement (the “
Purchase Agreement
”) with Auctus Fund, LLC, a Delaware
limited liability company (“
Auctus
”). Pursuant to the Purchase Agreement, Auctus purchased from the Company
a Convertible Promissory Note (the “
Note
”, and together with the Purchase Agreement, the “
Transaction
Documents
”) in the aggregate principal amount of $600,000.00 (the “
Principal Amount
”), and delivered
gross proceeds of $546,000.00 (excluded were legal fees for Auctus and a transaction fee charged by Auctus). The Note may be converted
into shares of the Company’s common stock (the “
Common Stock
”) by Auctus in whole or in part at any time
from time to time after the four (4) month anniversary of the issuance of the Note.
Interest
on the principal amount of the Note accrues at the rate of 12% per annum and is payable on 01 April 2020. The Note is convertible
into Common Stock at an initial conversion price per share equal to the lesser of: (a) $0.0015; or, (b) 50% multiplied by the
lowest trading price for the Company’s common stock during the 25-days of trading ending on the latest complete trading
day prior to the date of conversion (the “
Conversion Price
”). The Conversion Price is subject to adjustment
for stock splits, reverse stock splits, stock dividends and other similar transactions and subject to the terms of the Transaction
Documents.
The
Note may be prepaid in whole at any time up to and until 01 April 2020. Prepayment during the first 180-days following issuance
of the Note is subject to a 10% premium on the outstanding principal balance and any accrued and unpaid interest; and, a 25% premium
during the remainder of the year after 180-days. If the Company fails to meet its obligations under the terms of the Note the
Note shall become immediately due and payable and subject to penalties provided for in the Note.
The
Company also granted to Auctus warrants to purchase 60,000,000 shares of Common Stock at $0.005 per share pursuant to the terms
and conditions of a Common Stock Purchase Warrant (the “
Warrant Agreement
”). The Warrant Agreement also contains
a cashless exercise feature.
The
foregoing descriptions of the Purchase Agreement, Note, and Warrant Agreement do not purport to be complete and are qualified
in their entirety by the terms and conditions of the Purchase Agreement, Note, and Warrant Agreement. A copy of the form of the
Purchase Agreement, Note, and warrant is attached hereto as Exhibit 10.1, 4.1, and 4.2, respectively, and are incorporated herein
by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.
The foregoing securities under the Purchase Agreement and the Warrant Agreement were offered and sold without registration under
the Securities Act of 1933 (the “
Securities Act
”) in reliance on the exemptions provided by Section 4(a)(2)
of the Securities Act and/or Regulation D promulgated thereunder, and in reliance on similar exemptions under applicable state
laws.
ITEM
9.01 Financial Statements and Exhibits.
(d)
Exhibits
.
The
following exhibits are furnished with this report:
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 hereunto duly authorized.
Date:
19 April 2019
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LANDSTAR,
INC.
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By:
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/S/
JASON REMILLARD
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Jason
Remillard,
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Chief
Executive Officer
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