Current Report Filing (8-k)
August 14 2018 - 6:12AM
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): August 10, 2018
Bigfoot
Project Investments Inc.
(Exact
name of Company as specified in its charter)
Nevada
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001-36877
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45-3942184
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
Number)
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Bigfoot
Project Investments, Inc.
570
El Camino Real NR-150
Redwood
City, CA 94063
(Address
of principal executive offices)
(415)
518-8494
(Company’s
Telephone Number)
With
a copy to the Company’s legal counsel:
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company 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))
Bigfoot
Project Investments Inc.
Form
8-K
Current
Report
Item
1.01 Entry into a Material Definitive Agreement.
On
August 10th, 2018, Bigfoot Project Investments finalized negotiations with EMA Financial. The settlement agreement terms settle
the outstanding convertible note for $40,000. The interest rate reverts to the original 10% from the convertible note and the
conversion rate reverts to the 50% discount rate. Additional terms include a leak out agreement specifying that in the event of
any conversion EMA agrees to sell up to 15% of the average daily value of the Company’s common stock. No conversions have
been executed on the settlement agreement.
On
August 13
th
, 2018, Bigfoot Project Investments entered final negotiations with a merger candidate after presented with
financials showing 3 million in gross revenue for 2017 and year to date 2018 gross revenue of 3.7 million. Once the terms are
finalized the Companies will be executing a Letter of Intent and entering into the due diligence process to determine final terms
on the merger.
In
connection with the foregoing, the Company relied upon the exemption from registration provided by Section 4(2) of the Securities
Act of 1933, as amended, for transactions not involving a public offering.
The
forgoing descriptions of the Securities Purchase Agreement and the Note are qualified in their entirety by reference to the full
text of the Securities Purchase Agreement and Note.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
See
Item 1.01.
Item
3.02 Unregistered Sales of Equity Securities.
See
Item 1.01.
The
information contained in Item 1.01 is hereby incorporated by reference.
Item
9.01 Financial Statements and Exhibits.
None
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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Bigfoot
Project Investments, Inc.
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Date:
August 13, 2018
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By:
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/s/
Tom Biscardi
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Tom
Biscardi
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CEO
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