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EX-10.1 - BRIDGEWAY NATIONAL CORP.ex10-1.htm

 

 

 

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): September 24, 2014

 

LIFELOGGER TECHNOLOGIES CORP.

(Exact name of registrant as specified in its charter)

 

Nevada   333-186415   45-5523835
(State or other jurisdiction
of incorporation)
  (Commission
File No.)
  (IRS Employer
Identification No.)

 

11380 Prosperity Farms Road, Suite 221E,

Palm Beach Gardens, FL

  33410
(Address of principal executive offices)   (Zip Code)

 

(416) 907-8976

Registrant’s telephone number, including area code

 

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))

 

 

 

 
   

 

Item 1.01. Entry into a Material Definitive Agreement.

 

On September 24, 2014, Lifelogger Technologies Corp., a Nevada corporation (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Glamis Capital SA (the “Purchaser”), pursuant to which the Company agreed to sell, and the Purchaser agreed to purchase, 417,000 shares of the Company’s common stock at a price of $0.60 per share, representing a total purchase price of $250,000 (the “Stock Purchase”). The Purchaser is an accredited investor, as such term is defined in Rule 506 of Regulation D, promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Stock Purchase closed on September 24, 2014. The Securities Purchase Agreement contains standard representations and warranties.

 

The foregoing description of the terms of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Securities Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

 

Item 3.02. Unregistered Sales of Equity Securities.

 

Reference is made to the disclosure set forth under Item 1.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.

 

On September 24, 2014, the Company issued and sold an aggregate of 417,000 shares of the Company’s common stock to the Purchaser at a price of $0.60 per share, representing a total purchase price of $250,000. The Company effected the Stock Purchase in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. The securities were offered and sold only to an accredited investor and without any form of general solicitation.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

  

Exhibit No.   Description
     
10.1   Securities Purchase Agreement dated as of September 24, 2014 between Lifelogger Technologies Corp. and Glamis Capital S.A.

 

 
   

 

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.

 

  LIFELOGGER TECHNOLOGIES CORP.
     
Date: September 26, 2014 By: /s/ Stewart Garner
    Stewart Garner
    Chief Executive Officer