Current Report Filing (8-k)
April 10 2018 - 7:01AM
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): April 3, 2018
Textmunication
Holdings Inc.
(Exact
name of registrant as specified in its charter)
Nevada
|
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000-21202
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58-1588291
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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1940
Contra Costa Blvd.
Pleasant
Hill, CA
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94523
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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:
925-777-2111
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(Former
name or former address, if changed since last report)
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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 (17CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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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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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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SECTION
3 - SECURITIES AND TRADING MARKETS
Item
3.02 Unregistered Sales of Equity Securities
On
April 3, 2018, we issued a total of 1.5 units to an accredited investor, where each unit is priced at $25,000 per unit and consists
of 1.44% common stock ownership in the company and a warrant to purchase 100,000 shares of common stock for each unit purchased
exercisable for three years commencing six months from issuance with an exercise price at $0.60 during the initial year, $0.80
during the second year and $1.00 during the third and final year.
These
securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. The investor represented
his intention to acquire the securities for investment only and not with a view towards distribution. The investor was given adequate
information about us to make an informed investment decision. We did not engage in any general solicitation or advertising. We
directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted
stock.
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.
Textmunication
Holdings, Inc.
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/s/
Wais Asefi
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Wais
Asefi
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Chief
Executive Officer
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|
Date:
April 10, 2018
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