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): September
29, 2015
SPRIZA,
INC.
(Exact Name of Registrant as Specified in Charter)
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Nevada
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333-185669
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90-0888324
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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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111 Penn Street
El Segundo, CA
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90245
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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:
(403) 614-4441
Copies to:
Jay Cowles
#202-1107 17th Avenue SW
Calgary, Albert, T2T 0B5
Telephone: (650)204-7903
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 (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
FORWARD-LOOKING STATEMENTS
This
Current Report on Form 8-K contains forward-looking statements. Forward-looking
statements include statements concerning plans, objectives, goals, strategies,
future events or performance, and underlying assumptions and other statements
that are other than statements of historical facts. These statements are
subject to uncertainties and risks including, but not limited to (i) securing
capital for general working purposes and (ii) other risks and in statements
filed from time to time with the Securities and Exchange Commission (the “SEC”).
All such forward-looking statements, whether written or oral, and whether made
by or on behalf of the Company, are expressly qualified by the cautionary
statements and any other cautionary statements which may accompany the forward-looking
statements. In addition, the Company disclaims any obligation to, and will not,
update any forward-looking statements to reflect events or circumstances after
the date hereof.
Item
7.01 Regulation FD Disclosure
On
September 28, 2015, Spriza, Inc. (the “Company”) issued a press release
(the “Release”) relating to certain corporate updates and other
information currently available about the Company. The Release announced that
the Company closed a non-brokered private placement of 590,859,911 common
shares, for total proceeds of US $59,087. A copy of the Release is attached
hereto and incorporated herein by reference in its entirety as Exhibit 99.1.
The
information contained in this Current Report on Form 8-K shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or incorporated by reference in any filing
under the Securities Act of 1933, as amended (the “Securities Act”) or
the Exchange Act, except as shall be expressly set forth by specific reference
in such a filing. The furnishing of the information in this Current Report on
Form 8-K is not intended to, and does not, constitute a representation that
such furnishing is required by Regulation FD or that the information contained
in this Current Report on Form 8-K constitutes material investor information
that is not otherwise publicly available.
The
Securities and Exchange Commission encourages registrants to disclose
forward-looking information so that investors can better understand the future
prospects of a registrant and make informed investment decisions. This Current
Report on Form 8-K and exhibits may contain these types of statements, which
are “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995, and which involve risks, uncertainties and
reflect the Registrant’s judgment as of the date of this Current Report on Form
8-K. Forward-looking statements may relate to, among other things, operating
results and are indicated by words or phrases such as “expects,” “should,”
“will,” and similar words or phrases. These statements are subject to inherent
uncertainties and risks that could cause actual results to differ materially
from those anticipated at the date of this Current Report on Form 8-K.
Investors are cautioned not to rely unduly on forward-looking statements when
evaluating the information presented within.
Item
9.01 Financial
Statements and Exhibits
(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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SPRIZA, INC. |
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| Date:
September 29, 2015 |
By: |
/s/ Rob
Danard |
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Rob
Danard |
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Chief
Executive Officer |
EXHIBIT 99.1
SPRIZA CLOSES FINANCING
EL
SEGUNDO, CA – September 28, 2015 Spriza, Inc. (“Spriza” or the
“Company”) (OTCBB: SPRZ) (www.spriza.com), announces that on September 23, 2015
the Company closed a non-brokered private placement of 590,859,911 common
shares, for total proceeds of US$59,087. The common shares will be issued with
a restrictive legend to satisfy all hold periods required by all applicable
securities rules and regulations.
The
funds will be used for general working capital purposes
Spriza encourages the public to review
Spriza’s website and its public filings posted on its website at www.Spriza.com, www.sedar.com or at www.sec.gov, which
contain information about Spriza that has been prepared by Spriza.
Forward-Looking Statements
This news release contains
"forward-looking statements" as that term is defined in Section 27A
of the United States Securities Act of 1933, as amended and Section 21E of the
Securities Exchange Act of 1934, as amended. Statements in this press release
which are not purely historical are forward-looking statements, including, but
not limited to, the implementation of our business plan and any statements
regarding beliefs, plans, expectations or intentions regarding the future.
Actual results could differ from those projected in any forward-looking
statements due to numerous factors. Such factors include, among others, the
inherent uncertainties associated with new projects and development stage
companies. These forward-looking statements are made as of the date of this
news release, and the company assumes no obligation to update the
forward-looking statements, or to update the reasons why actual results could
differ from those projected in the forward-looking statements. Although
management believes that any beliefs, plans, expectations and intentions
contained in this press release are reasonable, there can be no assurance that
any such beliefs, plans, expectations or intentions will prove to be accurate.
Investors should consult all of the information set forth herein and should
also refer to the risk factors disclosure outlined in the company’s annual
report on Form 10-K for the most recent fiscal year, quarterly reports on Form
10-Q and other periodic reports filed from time-to-time with the Securities and
Exchange Commission.
Become
a SPRIZA Facebook Fan at http://www.facebook.com/sprizacontests
Follow
SPRIZA on Twitter at https://twitter.com/Sprizacontests
For
more information, contact:
Internal
Communications 650-204-7903
info@spriza.com www.spriza.com/investors
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