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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
August 4, 2014
Date of Report (Date of earliest event reported)
Makism 3D Corp.
(Exact Name of Registrant as Specified in Charter)
Nevada 000-54222 42-1771506
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Future Business Centre
Cambridge, CB4 2HY
(Address of Principal Executive Offices)
011-44-01954-715030
(Registrant's telephone number, including area code)
N/A
(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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 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 MATERIAL DEFINITIVE AGREEMENT
On August 4, 2014, Makism 3D Corp., a Nevada corporation (the "Company"),
entered into a convertible note (the "Note") with JMJ Financial, a Nevada sole
proprietorship ("JMJ") for a loan in the principal amount of Five Hundred
Thousand Dollars ($500,000). The purchase price for the Note is Four Hundred
Fifty Thousand Dollars ($450,000) with an original issue discount of Fifty
Thousand Dollars ($50,000). JMJ is obligated to fund Seventy Five Thousand
Dollars ($75,000) upon the closing of the Note and additional amounts may be
funded by JMJ up to Four Hundred Twenty Five Thousand Dollars ($425,000). The
principal amount due to JMJ is prorated based on the consideration actually paid
by JMJ, plus an approximate 10% original issue discount. The maturity date of
the Note is two years from the effective date of each payment made by JMJ to the
Company. If the Company repays the full amount due under the Note on or before
ninety (90) days of the effective date of the Note, then the interest rate for
the repayment is 0%. If repayment is made after such ninety (90) day period,
then a one-time interest charge of 12% will be applied to the principal amount
due under the Note. Any payment made after such ninety (90) day period but prior
to the maturity date of the Note requires the written consent of JMJ.
Pursuant to the terms of the Note, JMJ has the option of converting all or part
of any unpaid amounts due under the Note to shares of the Company's common stock
(the "Conversion Shares") at a conversion price equal to the lesser of $0.07 or
60% of the lowest trading price for the Company's stock in the twenty five (25)
days prior to the conversion. The Company has also agreed to register the
Conversion Shares in the next registration statement filed by the Company, and
failure to do so will result in liquidated damages of 25% of the outstanding
principal balance of the Note, but not less than $25,000, being immediately due
and payable to JMJ. The Company has also agreed to provide JMJ with the option
of incorporating the terms of any future financings that are more favorable to
an investor during the time that the Note remains outstanding.
The Note includes customary event of default provisions and upon the occurrence
of a default as provided in the Note, the Company is obligated to pay the
greater of (i) the outstanding principal amount and all accrued and unpaid
interest, liquidated damages, fees and other amounts divided by the conversion
price on the date that the default payment is demanded or paid, whichever is
lower, and multiplied by the volume weighted average price on the date such
default payment is demanded or paid, whichever is higher, or (ii) 150% of the
outstanding principal amount plus 100% of the accrued and unpaid interest,
liquidated damages, fees and other amounts. Commencing five (5) days after the
occurrence of any event of default that results in the eventual acceleration of
the Note, the interest rate on the Note shall accrue at the lesser of 18% per
annum or the maximum rate permitted under applicable law.
The foregoing description of the Note is qualified in its entirety by reference
to the provisions of the Note filed as exhibit 10.1 to this Current Report on
Form 8-K (this "Report"), which is incorporated herein by reference.
SECTION 2 - FINANCIAL INFORMATION
ITEM 2.03 CREATION OF DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
The disclosure set forth under Item 1.01 of this Report is incorporated by
reference into this Item.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
10.1 $500,000 Convertible Note dated August 4, 2014
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MAKISM 3D CORP.
a Nevada corporation
August 8, 2014 By: /s/ Luke Ruffell
--------------------------------------
Luke Ruffell
Chief Executive Officer, President and
Chairman of the Board
