Current Report Filing (8-k)
December 31 2019 - 4:28PM
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
November 25, 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.
On
December 26, 2019, Friendable, Inc. and Fan Pass Inc, (together,
the “Company”) entered into an amendment (the
“Amendment”) to the March 26, 2019 Debt Restructuring
Agreement (the “Agreement”) with Robert A. Rositano Jr.
(“Robert Rositano”), Dean Rositano (“Dean
Rositano”), Frank Garcia (“Garcia”), Checkmate
Mobile, Inc. (“Checkmate”), Alpha Capital Anstalt
(“Alpha”), Coventry Enterprises, LLC
(“Coventry”), Palladium Capital Advisors, LLC
(“Palladium”), EMA Financial, LLC (“EMA”),
Michael Finkelstein (“Finkelstein”), and Barbara R.
Mittman (“Mittman”), each being a debt holder of the
Company.
The
Amendment clarified the date upon which debt holders may each reset
the conversion price by fixing the reset dates as March 4, 2020 and
July 2, 2020.
Item 3.02 Unregistered Sales of Equity Securities.
On
December 11, 2019, the Company sold 58,300 shares of its Series C
Preferred Stock pursuant to a subscription agreement for a total
purchase price of $53,000. A description of the Series C Preferred
Stock is contained in Item 5.03 below and the Designation of the
Series C Preferred Stock is filed herewith as Exhibit
4.2.
The
shares were sold pursuant to an exemption from registration under
Section 4(a)(1) of the Securities Act of 1933 and Rule 506 of
Regulation D.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
On
November 25, 2019 the Company filed a Designation of Series C
Preferred Stock with the state of Nevada, authorizing 1,000,000
shares of the Series C Preferred Stock.
The
Series C Preferred Stock will, with respect to dividend rights and
rights upon liquidation, winding-up or dissolution, rank: (a)
senior with respect to dividends with the Company's common stock,
par value 0.0001 per share ("Common Stock")(the Series C Preferred
Stock will convert into common stock immediately upon liquidation
and be pari passu with the common stock in the event of
litigation), and (b) junior with respect to dividends and right of
liquidation to all existing and future indebtedness of the
Company.
The
Series C Preferred Stock does not have any voting
rights.
Each
share of Series C Preferred Stock will carry an annual dividend in
the amount of eight percent (8%) of the Stated Value of $1.00 (the
"Divided Rate"), which shall be cumulative and compounded daily,
payable solely upon redemption, liquidation or
conversion.
The
Company has the right until 180 days after issuance, at the
Company's option, to redeem all or any portion of the shares of
Series C Preferred Stock, exercisable on not more than three (3)
Trading Days (as defined herein) prior written notice to the
Holders, in full. However, the Company will be required to redeem
the Series C Shares 24 months after issuance.
The
Holder shall have the right from time to time, and at any time
during the period beginning on the date which is six (6) months
following the Issuance Date, to convert all or any part of the
outstanding Series C Preferred Stock into fully paid and
non-assessable shares of Common Stock, subject to certain
exclusions stated with in the designation. The Conversion Price is
equal to 71% multiplied by the average of the two (2) lowest
Trading Prices (as defined here) for the Common Stock during the
twenty (20) Trading Day period ending on the latest complete
Trading Day prior to the Conversion Date.
The
forgoing description is qualified in its entirety by reference to
the Designation of the Series C Preferred Stock filed herewith as
Exhibit 4.2.
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: December
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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Friendable (CE) (USOTC:FDBL)
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