Current Report Filing (8-k)
December 03 2018 - 4:06PM
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
Date
of Report (Date of earliest event reported): November 27, 2018
TRULI
TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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000-53641
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26-3090646
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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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344
GROVE ST #2 #4018 JERSEY CITY, NJ
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07302
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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:
(866) 862-2979
(Former
Name or Former Address, if Changed Since Last Report)
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:
☐
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))
Indicate
by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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Effective
November 27, 2018, (the “Effective Date”) Truli Technologies, Inc. (the “Company”) borrowed $50,000
from an institutional investor (the “Investor”) and issued it a 10% Original Issue $55,000 Discount Promissory
Note (the “Note”). The Note bears interest at 5% per annum and matures on the earlier of (i) 90 days from the
Effective Date, or (ii) the Company’s receipt of a minimum of $1,000,000 as a result of the Company closing the sale of
any equity or debt securities (either a “Maturity Date”). At the Company’s option, upon the Maturity Date
it may cause the Investor to convert all principal and interest owed under the Note into securities of the Company identical
to those offered to investors in the $1,000,000 financing.
The
foregoing description of the Note is a summary only and is qualified in its entirety by the full text of the Note which is filed
as Exhibit 10.1 hereto and incorporated herein by reference.
Item
3.02
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Unregistered
Sales of Equity Securities.
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In
disclosing the issuance of the Note under this Item 3.02, the Company does not admit that the Note is a security as defined under
the applicable federal and state securities laws. The disclosure included under Item 2.03, above, is incorporated by reference
herein. If the Note is deemed a security, it has not been registered under the Securities Act of 1933 (the “Act”)
and was issued and sold in reliance upon the exemption from registration contained in Section 4(a)(2) of the Act and Rule 506(b)
promulgated thereunder since the Company reasonable believes the Investor is an accredited investor as defined by Rule 501.
Item 9.01
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Financial Statements and Exhibits.
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(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 thereunto duly authorized.
Dated:
December 3, 2018
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TRULI
TECHNOLOGIES, INC.
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By:
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/s/
Miles Jennings
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Miles
Jennings
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Chief
Executive Officer
(Principal Executive Officer)
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