Current Report Filing (8-k)
September 30 2019 - 4:32PM
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
September 26, 2019
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
Item 3.02 Unregistered Sales of Equity Securities.
On
September 26, 2019, the Friendable Inc. (the “Company”)
entered into a Settlement Agreement with Integrity Media setting
the civil action known as Integrity Media, Inc. vs. Friendable,
Inc. et al., Orange County Case No. 30-2016-00867956-CU-CO-CJC.
Pursuant to the Settlement Agreement, The Company agreed to issue
to Integrity 750,000 shares of its common stock in exchange for 275
of the Company’s preferred shares held by Integrity and the
payment of $30,000 in costs. The cash payment is to be made within
in 6 months of date of the Settlement Agreement. Additionally,
Integrity will be entitled to additional shares if (i) the price of
the Company’s common stock is below $1.34 at either the 120
day or 240 day reset dates set forth in the Company’s Debt
Restructure Agreement entered into with various debt holders on
March 26, 2019 and filed on Form 8-K on April 15, 2019. Integrity
will also be entitled to a “true up” should they not be
able to realize $750,000 in proceeds from the sale of the common
shares.
Robert
Rositano, the Company’s CEO, has also personally guaranteed
the Company’s compliance with the Settlement
Agreement.
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: September
30, 2019
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By:
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/s/ Robert Rositano Jr.
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Robert
Rositano
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CEO
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