Current Report Filing (8-k)
November 22 2017 - 11:05AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of report (date of earliest event reported):
November 15, 2017
K
inerja
P
ay
C
orp.
(Exact Name of
Registrant as Specified in its Charter)
Commission File No.: 333-168068
Delaware
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42-1771817
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(State of Incorporation)
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(I.R.S. Employer
Identification No.)
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Jl. Multatuli, No.8A, Medan Indonesia
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20151
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(Address of Registrant's
Office)
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(ZIP Code)
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Registrant's Telephone Number, including area
code: +62-819-6016-168
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 (see General Instruction A.2. below):
¨
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 November 9, 2017, KinerjaPay Corp. (the
"Registrant") executed a 10% Fixed Convertible Promissory Note payable to an
institutional investor (the "Investor") in the principal amount of $330,000
(the "Note"). The Note, which is due seven and one-half months from the
dated of the Note (the "Maturity Date"), was funded by the Investor in the
initial sum of $150,000 on November 15, 2017,and $15,000 of the Note shall
be retained by the Investor through an original issue discount (the "OID")
for due diligence and legal fees related to this transaction.
The Note is convertible into shares of the
Registrant's common stock, par value $0.0001 (the "Shares"), at a conversion
price of $1.25 per Share. As an investment incentive, the Registrant agreed
to issue to the Investorwarrants exercisable on a cashless basis to acquire
200,000 Shares, at an exercise price of $2.00 per Share, during a period of
five years from the date of the warrant.
The Investor may advance additional sums
under the Note in such amounts and at such dates as the Investor may
determine in its sole discretion and the principal due to the Investor shall
be prorated based on the consideration actually paid by the Investor,
subject to the 10% OID. The Maturity Date shall be seven and one-half months
from the effective date of each payment made by the Investor under the
Note.
Item 8.01 Other Events
On November 3, 2017, the Registrant
entered into an investment agreement with the Investor (the "Investment
Agreement") pursuant to which Investor agreed to invest up to $10,000,000
(the "Commitment Amount") to purchase the Shares of the Registrant's common
stock, subject to an effective registration statement on Form S-1 (the
"Registration Statement").On an after the dated the SEC declares the
Registration Statement effective (the "Effective Date") the Registrant may,
at its sole discretion, exercise a "put right" under the Investment
Agreement that permits the Registrant to "put" up to $10,000,000in Shares.
In connection with the Investment Agreement, on November 3, 2017, Registrant
executed a 10% Fixed Convertible Promissory Note payable to the Investor in
the principal amount of $75,000 (the "Commitment Fee Note"). The Commitment
Fee Note is due seven and one-half months from the date of the Commitment
Fee Note.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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KinerjaPay Corp.
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By:
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/s/ Edwin Witarsa Ng
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Name:
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Edwin Witarsa Ng
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Title:
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Chief Executive Officer
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Date: November 22, 2017