Current Report Filing (8-k)
May 17 2019 - 11:03AM
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):
May 10, 2019
Blockchain
Holdings Capital Ventures, Inc.
(Exact name of registrant as specified in its
charter)
Delaware
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333-198435
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46-3892319
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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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3550 Lenox Road NE, 21
st
Floor, Atlanta, GA
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30326
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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: 833-682-2428
(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 (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))
Indicate
by check mark whether the registrant is an emerging growth company as defined 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).
[X]
Emerging growth company
If
an emerging growth company, indicate by check mark 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
1.01 Entry into a Material Definitive Agreement
On
May 10, 2019, Blockchain Holdings Company Capital Ventures, Inc. (the “Company”) entered into a Convertible Note in
which it accepted a loan of $75,000 from JMA Enterprises (the “JMA Note”). The JMA Note is due and payable within
1 year (the “JMA Maturity Date”) unless otherwise converted and shall bear interest at a rate of 10% per annum and
such interest is due on the JMA Maturity Date or the date of the conversion. The JMA Note will be automatically converted upon
the closing by the Company of a private equity offering in the amount of $1,000,000 or greater (the “Offering”). The
conversion price per share of the JMA Note shall be equal to 70% of the price per share of the Offering.
On
May 13, 2019, the Company entered into a Convertible Note in which it accepted a loan of $25,000 from FNFC Profit Sharing
Plan & Trust (the “FNFC Note”). The FNFC Note is due and payable within 1 year (the “FNFC Maturity
Date”) unless otherwise converted and shall bear interest at a rate of 10% per annum and such interest is due on the
FNFC Maturity Date or the date of the conversion. The FNFC Note will be automatically converted upon the closing by the
Company of the Offering. The conversion price per share of the Note shall be equal to 70% of the price per share of the
Offering.
Item
9.01 Financial Statement and Exhibits
.
Exhibit 10.1- Convertible Note payable to JMA Enterprises dated May 10, 2019
Exhibit 10.2- Convertible Note payable to FNFC Profit Sharing Plan & Trust dated May 13, 2019
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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Blockchain Holdings Capital Ventures, Inc.
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Date:
May 17, 2019
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By:
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/s/
Delray Wannemacher
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Delray
Wannemacher, CEO
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