Current Report Filing (8-k)
September 13 2019 - 2:18PM
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
August
11, 2019
Date
of Report (Date of earliest event reported)
EMPIRE
POST MEDIA, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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000-52522
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98-0550352
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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2620
Regatta Drive, Suite 102
Las
Vegas, Nevada
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89128
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(Address
of principal executive offices)
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(Zip
Code)
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(832)
256-6714
Registrant’s
telephone number, including area code
(Former
name or former address, if changed since last report)
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))
SECTION
1 – REGISTRANT’S BUSINESS AND OPERATIONS
1.01
Entry into a Material Definitive Agreement.
On
or about August 11, 2019, the Company entered into a “Convertible Promissory Note Purchase Agreement” (hereinafter
referred to as the “Agreement”) with Saean, Inc., a Nevada corporation (hereinafter referred to as “Saean Nevada”).
Pursuant to this Agreement, Saean Nevada has agreed to issue and sell to the Company two (2) individual convertible promissory
note payables totaling $905,000 USD (hereinafter referred to as the “Note Payable” or “Note Payables”).
The initial Note Payable in the amount of $305,000 USD shall be received within three (3) business days of the execution of the
Agreement and the second Note Payable in the amount of $600,000 USD to be received by the Company within sixty (60) days of the
receipt by the Company of the execution and purchase of the initial Note Payable. The Note Payables shall be convertible into
the Common stock of the Company pursuant to the terms and conditions of the Agreement and the Note Payable.
SECTION
3 – SECURITIES AND TRADING MARKETS
Item
3.02 Unregistered Sales of Equity Securities
On
or about August 11, 2019, the Company and Saean Nevada executed the initial Note Payable in the amount of $305,000 USD (hereinafter
referred to as the “Initial Tranche”). The Initial Tranche was received by the Company in full on or about August
15, 2019. This Note Payable shall be convertible into the Common stock of the Company pursuant to the terms and conditions of
the Agreement and the Note Payable.
SECTION
9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a)
Financial Statements of Business Acquired.
Not
Applicable
(b)
Pro forma Financial Information.
Not
applicable.
(c)
Shell Company Transaction.
Not
applicable.
(d)
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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EMPIRE
POST MEDIA, INC.
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DATE:
September 13, 2019
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By:
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/s/
Ian N. Dixon
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Name:
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Ian
N. Dixon
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Title:
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President
and Chief Operating Officer
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