Current Report Filing (8-k)
January 16 2018 - 5:04PM
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): January 14, 2018
GOPHER
PROTOCOL INC.
(Exact
name of registrant as specified in its charter)
(Former
Name of Registrant)
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Nevada
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000-54530
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27-0603137
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(State
or Other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification
Number)
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2500
Broadway, Suite F-125, Santa Monica, CA 90404
(Address
of principal executive offices) (zip code)
424-238-4589
(Registrant’s
telephone number, including area code)
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):
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 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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Indicate
by check mark whether the registrant is an emerging growth company as defined in 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).
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
8.01
Other Events
On
January 14, 2018, Gopher Protocol Inc. (the “Company”) entered into an Initial Term Agreement (the “ITA”)
with Spare CS Inc. (“Spare”), a Delaware corporation, pursuant to which the Company agreed to acquire 50% of the equity
of Spare. Spare is
a mobile banking app that allows customers to access cash with no ATM,
no debit or credit card, and no purchase required from participating merchants.
As
set forth in the ITA, the Company agreed to provide Spare with all needed operating costs and will fund $100,000 every three months
until Spare is cash flow positive. The Company provided the initial $100,000 on January 16, 2018. D’Ontra Hughes, CEO
of Spare, will continue as CEO for 24 months at a salary of $10,000 per month and all current management will remain in place
for 12 months. In addition, the Company will issue Spare 1,500,000 shares of common stock and a common stock purchase warrant
to acquire 1,000,000 shares of common stock at an exercise price of $3.00 per share for a period of three years. The Company also
agreed to place 1,500,000 shares of common stock in escrow as a limited form of price protection for six months.
Although
the Company consider the terms in the ITA to be binding and the Company has provided an initial funding of $100,000 to Spare, the
closing the transactions is subject to the completion of due diligence and drafting and execution of a definitive purchase agreements
and related transaction documents. There is no guarantee that the parties will successfully negotiate and finalize a definitive
purchase agreement, that the Board of Directors of each company will approve such agreement or that the transaction set forth
in the ITA will close.
The
foregoing information is a summary of each of the agreements involved in the transactions described above, is not complete, and
is qualified in its entirety by reference to the full text of those agreements, each of which is attached an exhibit to this Current
Report on Form 8-K. Readers should review those agreements for a complete understanding of the terms and conditions
associated with this transaction.
Item 9.01 Financial Statements
and Exhibits
(d) List of 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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Gopher
Protocol Inc.
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By:
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/s/
Gregory Bauer
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Name:
Gregory Bauer
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Title:
CEO
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Date:
January 16, 2018
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