Current Report Filing (8-k)
April 14 2017 - 5:22PM
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
April 7, 2017
Date of
Report (Date of earliest event reported)
Friendable, Inc.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-52917
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98-0546715
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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
No.)
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1821 S Bascom Ave., Suite 353, Campbell, California
95008
(Address
of principal executive offices) (Zip Code)
(855) 473-7473
Registrant’s
telephone number, including area code
Check
the appropriate box below if the Form 8-K 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))
Item 1.01 Entry into a Material Definitive Agreement.
On
April 7, 2017, Friendable, Inc. (the “
Company
”) entered into a
Settlement Agreement with Joseph Canouse (the “
Agreement
”). The Company and Mr.
Canouse had been in a dispute regarding what amount, if any, was
owed pursuant to a consulting agreement between the parties signed
in April 2014. In December 2016, Mr. Canouse obtained a judgment in
state court in Georgia and the right to garnish the Company’s
bank accounts. Pursuant to the Settlement Agreement, the Company
agreed to issue an 8% Convertible Note in the principal amount of
$82,931.27 (the “
Note
”). The Note was issued to an
entity controlled by Mr. Canouse.
Although the Note
is dated Mach 30, 2017, it was issued on April 7, 2017.
In
return for the issuance of the Note, Mr. Canouse will file a
Consent Motion to Withdraw Judgment, dismiss all garnishments, and
cease all collection activities.
Interest
accrues daily on the outstanding principal amount of the Note at a
rate per annum equal to 8% on the basis of a 365-day year. The
principal amount of the Note and interest are payable on September
30, 2017. The Note is convertible into common stock, subject to
Rule 144, at any time after the issue date at the lower of (i) the
closing sale price of the common stock on the on the trading day
immediately preceding the closing date, and (ii) 50% of the lowest
sale price for the common stock during the twenty-five (25)
consecutive trading days immediately preceding the conversion date
or the closing bid price, whichever is lower, provided, however, if
the Company’s share price at any time loses the bid (ex:
0.0001 on the ask with zero market makers on the bid on level 2),
then the conversion price may, in the Holder’s sole and
absolute discretion, be reduced to a fixed conversion price of
0.00001 (if lower than the conversion price otherwise). Mr. Canouse
does not have the right to convert the Note, to the extent that he
would beneficially own in excess of 4.9% of our outstanding common
stock. The Company shall have the right, exercisable on not less
than five (5) trading days’ prior written notice to
the
Canouse entity
, to prepay the
outstanding balance on the Note for (i) 135% of all unpaid
principal and interest if paid within 90 days of the issue date and
(ii) 150% of all unpaid principal and interest starting on the 91st
day following the issue date. In the event of default, the amount
of principal and interest not paid when due bear default interest
at the rate of 24% per annum and the Note becomes immediately due
and payable.
The
Note is a long-term debt obligation that is material to the
Company. The Note also contains certain representations,
warranties, covenants and events of default including if the
Company is delinquent in its periodic report filings with the SEC,
and increases in the amount of the principal and interest rates
under the Notes in the event of such defaults.
The
foregoing description of the terms of the Agreement and the Note,
does not purport to be complete and is qualified in its entirety by
the complete text of the documents attached as, respectively,
Exhibits 10.1 and 4.1 to this Current Report on Form
8-K.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant
The information set forth in Item 1.01 of this Current Report on
Form 8-K is incorporated by reference into this Item
2.03.
Item 3.02 Unregistered Sales of Equity Securities
The information set forth in Item 1.01 of this Current Report on
Form 8-K is incorporated by reference into this Item
3.02.
The
issuance of the securities whose information is set forth in Item
1.01 of this Current Report on Form 8-K were not registered under
the Securities Act of 1933, as amended (the “Securities
Act”), but qualified for exemption under Section 4(a)(2) of
the Securities Act. The securities were exempt from registration
under Section 4(a)(2) of the Securities Act because the issuance of
such securities by the Company did not involve a “public
offering,” as defined in Section 4(a)(2) of the Securities
Act, due to the insubstantial number of persons involved in the
transaction, size of the offering, manner of the offering and
number of securities offered. The Company did not undertake an
offering in which it sold a high number of securities to a high
number of investors. In addition, these investors had the necessary
investment intent as required by Section 4(a)(2) of the Securities
Act since they agreed to, and will receive, share certificates
bearing a legend stating that such securities are restricted
pursuant to Rule 144 of the Securities Act. This restriction
ensures that these securities would not be immediately
redistributed into the market and therefore not be part of a
“public offering.” Based on an analysis of the above
factors, we have met the requirements to qualify for exemption
under Section 4(a)(2) of the Securities Act.
Item 9.01 Financial Statements and 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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Friendable, Inc.
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Date:
April 14, 2017
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By:
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/s/ Robert Rositano
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Robert
Rositano
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CEO
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