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): February
2, 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:
Marc J. Ross, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32nd Floor
New York, New York 10006
Telephone: (212) 930-9700
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
January 30, 2015, Spriza, Inc. (the “Company”) issued three individual
press releases (the “Releases”) relating to certain corporate updates
and other information currently available about the Company. The Releases
announced that the Company:
on
November 1, 2013, completed a non-brokered private placement of 1,500,201 units
of Spriza, at a price of US $0.15 per unit, for total proceeds of $225,030.
on March 10, 2014, issued a total of 1,540,800 units of Spriza, at a price of
US $0.25 per unit, for total proceeds of $385,200.
on
June 14, 2014, Adrian Ansell, a significant shareholder of Spriza, gifted to
Robert Danard, a Director and the Chief Executive Officer of Spriza, a total of
15,500,000 common shares of Spriza.
These Releases were disseminated to satisfy the Company’s ongoing obligations
with respect to its Canadian disclosure obligations under National
Instrument 51-102 – Continuous Disclosure Obligations. A copy of the content
of the Releases 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:
February 2, 2015 |
By: |
/s/ Rob Danard |
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Rob
Danard |
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Chief
Executive Officer |
EXHIBIT 99.1
Spriza Announces November 2013 & March 2014 Private
Placements and June 2014 Share Transfer
EL
SEGUNDO, CA – January 30, 2015 Spriza, Inc. (“Spriza”) (OTCQB: SPRZ),
the world’s leading social network for group prizes and incentives, today
announced that, on November 1, 2013, Spriza completed a non-brokered private
placement of 1,500,201 units of Spriza, at a price of US $0.15 per unit, for
total proceeds of $225,030. Each unit is comprised of one common share of
Spriza and one common share purchase warrant of Spriza. Each share purchase
warrant is exercisable into one additional common share of Spriza, at a price
of US $0.30 per common share, until November 1, 2016.
EL
SEGUNDO, CA – January 30, 2015 Spriza, Inc. (“Spriza”) (OTCQB: SPRZ),
the world’s leading social network for group prizes and incentives, today
announced that, on March 10, 2014, Spriza issued a total of 1,540,800 units of
Spriza, at a price of US $0.25 per unit, for total proceeds of $385,200. Each
unit is comprised of one common share of Spriza and one common share purchase
warrant of Spriza. Each share purchase warrant is exercisable into one
additional common share of Spriza, at a price of US $0.50 per common share,
until March 10, 2015.
EL
SEGUNDO, CA – January 30, 2015 Spriza, Inc. (“Spriza”) (OTCQB: SPRZ),
the world’s leading social network for group prizes and incentives, today
announced that, on June 14, 2014, Adrian Ansell, a significant shareholder of
Spriza, gifted to Robert Danard, a Director and the Chief Executive Officer of
Spriza, a total of 15,500,000 common shares of Spriza.
About
Spriza, Inc.
Spriza,
Inc. is the world's leading social network for group prizes and incentives and
an emerging growth public company.
Spriza's
intellectual property is a robust and effective incentive marketing system that
builds brand awareness and generates qualified targeted leads for any size of
business through an online contest marketing solution "SPRIZA™".
SPRIZA™ is modular, scalable, and fully customizable. It taps into the power of
shared interests and personal relationships within targeted markets producing
traceable and quantifiable results at every stage of the contest.
SPRIZA™
provides deep, real-time analytics and reporting, through a robust tool that
measures marketing and advertising budgets for real time return on investment
analysis and demographic profiling. SPRIZA™ leverages social strategies based
on business objectives enabling branders to measure results of marketing
efforts. The result is a network of subscribers that participate in contest
promotions centered and shared around their personal interests. SPRIZA™
produces quantifiable and verifiable participant data results, which can be
used for ongoing marketing purposes with targeted demographics. SPRIZA™ data
results assess how many consumers responded, whom they shared the campaign
with, the level of engagement, how many other campaign participants were
influenced and sales value generated.
SPRIZA™
is designed to work with Social Media engines including Facebook, Twitter and
Pinterest and offers full mobile capability to engage popular mobile
applications including iPhone, Android, Blackberry and Windows mobile operating
systems.
Become
a SPRIZA Facebook Fan at http://www.facebook.com/sprizacontests
Follow
SPRIZA on Twitter at https://twitter.com/Sprizacontests
For
more information, contact:
Media
Relations
Christian
Darbyshire
tinepublic@shaw.ca
416-419-9953
Internal
Communications 650-204-7903
info@spriza.com www.spriza.com/investors
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