Current Report Filing (8-k)
October 17 2018 - 4:07PM
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): October 12, 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
(Former
name or former address, if changed since last report)
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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Indicate
by check mark whether the registrant is an emerging growth company 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. [ ]
SECTION
1 – REGISTRANT’S BUSINESS AND OPERATIONS
Item
1.01 Entry into a Material Definitive Agreement
On
October 12, 2018, Textmunication Holdings, Inc. (“Company”), Wais Asefi, the Company’s CEO, and David Thielen,
the Company’s COO, entered into a Settlement Agreement and Release (the “Agreement”) with Lester Einhaus (“Holder”)
concerning a $25,000 convertible note issued by the Company to the Holder on September 23, 2015 (the “Note”).
The
Holder initiated litigation against the Company on April 27, 2017, in the Circuit Court of Cook County, Illinois, Case No. 2017
L 506, which was later removed to the United States District Court for the Northern District of Illinois, Case No. 17 C 4478 (the
“Einhaus Lawsuit”). Messrs. Asefi and Thielen also brought claims against The Holder. The Agreement settled the Note
and all claims, and the parties signed an order to dismiss the Einhaus Lawsuit.
The
Agreement requires the Company to issue to the Holder 475,000 shares of the Company’s common stock, subject to the condition
that the Holder does not own more than 4.99% of the Company’s outstanding shares at any time. As such, the shares will be
issued out in tranches, with the first such tranche due within 10 days of signing the Agreement for 198,000 shares. The Holder
agreed to a daily leak out of the greater of 10,000 shares or 15% of the trading volume. Finally, the Company agreed to increase
the number of shares due to the Holder if additional shares are issued to third parties after six months.
The
foregoing description is intended only as a summary of the material terms of the Agreement and is qualified in its entirety by
reference to the full Agreement, a copy of which is attached as Exhibit 10.1 to this Form 8-K and are hereby incorporated by reference
herein.
Item
1.02 Termination of a Material Definitive Agreement
The
information provided in Item 1.01 concerning the termination of a material definitive agreement is incorporated by reference in
this Item 1.02.
SECTION
9 – FINANCIAL STATEMENTS AND EXHIBITS
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.
Textmunication
Holdings.
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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:
October 17, 2018
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