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 22, 2014
BREEDIT
CORP.
(Exact Name of Registrant
as Specified in its Charter)
Commission File No.: 333-168527
| Delaware | 98-0663823 |
| (State of Incorporation) | (I.R.S. Employer Identification No.) |
| 40 Wall Street, 28th Floor, New York, NY | 10005 |
| (Address of Registrant's Office) | (ZIP Code) |
Registrant's Telephone Number, including area code: (973) 370-3768
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 3.02 Unregistered Sales of Equity Securities.
During the periods set forth below, the Registrant issued and/or sold
restricted shares of its common stock ("Shares") to individuals and entities
as follows: (i) on June 27, 2014, K.E. Zurich Capital exercised warrants to
purchase 600,000 Shares at an exercise price of $0.05; (ii) on September 9,
2014, E.M. Wahrhaft exercised warrants to purchase 400,000 Shares at an
exercise price of $0.06; (iii) on September 22, 2014, Claude Tartour
exercised warrants to purchase 500,000 Shares at an exercise price of $0.055
and (iv) on August 17, 2014, the Registrant issued a total of 136,000 Shares
for professional services valued at $26,800 or $0.197 per Share. The
proceeds of $81,500 from the exercise of the warrants were used to increase
the Registrant's working capital.
The Registrant issued the Shares in
reliance upon the exemption provided under Section 4(2) of the Securities
Act of 1933, as amended (the "Act") and/or Regulation S promulgated by the
Securities and Exchange Commission under the Act.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.| BreedIt Corp. | ||
| By: | /s/ Yoel Yogev | |
| Name: | Yoel Yogev | |
| Title: | Chief Executive Officer |
Date: December 4, 2014