UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
Form 8-K/A
(Amendment No. 1)
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 12, 2013
GUARDIAN 8 HOLDINGS
(Exact name of registrant as specified in its charter)
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Nevada
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333-150954
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26-0674103
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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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15230 N. 75th Street, Suite 1002
Scottsdale, Arizona
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85260
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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: (913) 317-8887
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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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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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))
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EXPLANATORY NOTE: This Amendment No. 1 to Form 8-K is being filed to amend the Form 8-K filed on August 20, 2013 to correct a typographical error in Item 3.02 disclosing the dollar amount of warrants exercised.
Item 1.01 Entry into a Material Definitive Agreement.
On August 12, 2013, the Registrant received $50,000 from its CEO/president, C. Stephen Cochennet, in the form of an unsecured promissory note. The note bears interest at 12% per annum and is payable on November 30, 2013. A copy of the promissory note is attached hereto as Exhibit 10.1.
The description herein of the promissory note is qualified in its entirety, and the terms are incorporated herein, by reference to the promissory note, the forms of which is filed as an exhibit hereto.
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 for disclosure of promissory note.
Item 3.02 Sales of Unregistered Securities
On August 12, 2013, the Registrant’s CEO/president, C. Stephen Cochennet, exercised a warrant for the purchase of 100,000 shares of its common stock for $35,000 , which was deducted from the $100,000 principal balance owed to Mr. Cochennet under the terms of a promissory note dated November 13, 2012, as amended. Thereby reducing the principal amount owed to Mr. Cochennet under the note to $65,000 plus accrued and unpaid interest. As of the date of this report the shares have not been issued.
All of the above-described conversions, issuances and exercises were exempt from registration pursuant to Section 4(2) and/or Regulation D of the Securities Act as transactions not involving a public offering. With respect to each transaction listed above, no general solicitation was made by either the Company or any person acting on its behalf. All such securities issued pursuant to such exemptions are restricted securities as defined in Rule 144(a)(3) promulgated under the Securities Act, appropriate legends have been placed on the documents evidencing the securities, and may not be offered or sold absent registration or pursuant to an exemption therefrom.
Item 9.01 Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit Number
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Description
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10.1
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Promissory note dated August 12, 2013 *
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*Previously filed.
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.
Guardian 8 Holdings
By: /s/ C. Stephen Cochennet
C. Stephen Cochennet, Chief Executive Officer
Date: August 21, 2013