Attached files
| file | filename |
|---|---|
| EX-10.1 - EX10_1 - Cross Click Media Inc. | ex10_1.htm |
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): September 23, 2013
Co-Signer, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 333-165692 | 27-1963282 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 6250 Mountain Vista Street, Suite C-1 , Henderson, NV | 89014 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (855) 267-4461
_____________________________________________________ (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:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17CFR 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)) |
SECTION 1 – Registrant’s Business and Operations
Item 1.01 Entry Into A Material Definitive Agreement
On September 23, 2013, we entered into a $400,000 Promissory Note (the “Note”) with JMJ Financial (“JMJ”). The face amount of the Note includes an original issue discount of $40,000. The initial advance to be made under the Note by JMJ is $50,000. JMJ may, after making this initial advance, lend us additional sums under the terms of the Note in such amounts and at such dates as it chooses. The Note matures in one (1) year from the date of issue. If repaid within ninety (90) days from the date of issue, the Note will not bear interest. Upon ninety (90) days after the date of issue, a one time interest charge of twelve percent (12%) of the principal amount will be applied.
JMJ may convert all or part of the Note, at its discretion, into shares of our common stock. The conversion price is sixty percent (60%) of the lowest trading price for our common stock in the twenty-five (25) trading days immediately preceding the conversion date. The Note includes substantial penalties upon our default, including a default interest rate of 18% and a penalty equal to 50% of the principal sum due. The Note includes “piggyback” registration rights for JMJ and we will be required to include shares issuable upon conversion of the Note on the next registration statement we file with the Securities and Exchange Commission.
The foregoing is a summary of the material terms of the Note. The Note contains additional terms and should be reviewed in its entirety for additional information.
Section 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Description |
| 10.1 | $400,000 Promissory Note with JMJ Financial |
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.
Co-Signer, Inc.
| /s/ Darren Magot |
Darren Magot |
| President, Chief Executive Officer |
Date: September 27, 2013
| 2 |