___________________________________________

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): May 20, 2014

 

 

MUSIC OF YOUR LIFE, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Florida 000-54163 26-2091212
(State of Other Jurisdiction (Commission File (IRS Employer
Of Incorporation) Number) Identification No.)

 

3225 McLeod Drive, Suite 100

Las Vegas, Nevada

 

89121

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (702) 871-8535

 

 

(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

 

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

 

 
 

 

Item 1. 01 Entry into a Material Definitive Agreement.

 

On May 20, 2014 (the “Closing Date”), Music of Your Life, Inc. (the “Company”) entered into a Merger Agreement (the “Merger Agreement”) by and among the Company, and iRadio, Inc., a Utah corporation ("iRadio"), pursuant to which the Company merged with iRadio. The Company is the surviving corporation. Each shareholder of iRadio will receive one (1) share of common stock of the Company for every one (1) share of iRadio common stock held as of May 20, 2014. In accordance with the terms of the merger agreement, all of the shares of iRadio held by iRadio shareholders were cancelled, and 20,000,000 shares of common stock of the Company will be issued to the iRadio shareholders.

 

The foregoing descriptions of the terms of the Merger Agreement are qualified in its entirety by reference to the provisions of the Merger Agreement filed as Exhibit 2.1 to this Report, which is incorporated by reference herein.

 

Item 2.01 Completion of Acquisition or Disposition of Assets.

 

On the Closing Date, pursuant to the Merger Agreement, the Company merged with iRadio. The Company is the surviving corporation. Each shareholder of iRadio received one (1) share of common stock of the Company for every one (1) share of iRadio held as of May 20, 2014. In accordance with the terms of the merger agreement, all of the shares of iRadio held by iRadio shareholders were cancelled, and 20,000,000 shares of common stock of the Company will be issued to the iRadio shareholders.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

As previously described in Item 1.01, On the Closing Date, the Company entered into a Merger Agreement by and among the Company, and iRadio, pursuant to which the Company merged with iRadio. The Company is the surviving corporation. Each shareholder of iRadio will receive one (1) share of common stock of the Company for every one (1) share of iRadio common stock held as of May 20, 2014. In accordance with the terms of the merger agreement, all of the shares of iRadio held by iRadio shareholders were cancelled, and 20,000,000 shares of common stock of the Company will be issued to the iRadio shareholders.

 

With respect to the transaction noted above, no solicitation was made and no underwriting discounts were given or paid in connection with these transactions. The Company believes that the issuance of the shares as described above was exempt from registration with the Securities and Exchange Commission pursuant to Section 4(2) of the Securities Act of 1933.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

2.1 Merger Agreement by and between Music of Your Life, Inc., and iRadio, Inc. dated May 20, 2014.

 

 

 

 
 

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.

 

    MUSIC OF YOUR LIFE, INC.
     
Date:  May 22, 2014    
    By:  /s/ Marc Angell___
    Marc Angell
    Chief Executive Officer