Attached files

file filename
EX-10.1 - SECURITIES PURCHASE AGREEMENT - POCKET GAMES INC.ex10_1spa.htm
EX-10.2 - CONVERTIBLE PROMISSORY NOTE - POCKET GAMES INC.ex10_2note.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): December 10, 2014

 

 

POCKET GAMES, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Florida 333-192939 46-3813936
(State of Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
     

909 Plainview Ave

Far Rockaway, New York

 

11691

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (347) 460-9994

 

 

(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 December 10, 2014, Pocket Games, Inc. (the “Company”) entered into a Securities Purchase Agreement (“SPA”) in connection with the issuance of a convertible promissory note (“Note”) in the aggregate principal amount of $33,000. The Note matures on September 12, 2015 (the “Maturity Date”), and bears interest at the rate of 8% per annum. The Note, together with all interest as accrued, is convertible into shares of the Company’s common stock at a price equal to 58% multiplied by the average of the lowest three (3) trading prices for the Common Stock during the ten (10) trading day period ending on the latest complete trading day prior to the date of conversion (representing a discount rate of 42%). The SPA and the Note contain representations, warranties, conditions, restrictions, and covenants of the Company that are customary in such transactions with smaller companies.

 

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

On December 10, 2014, the Company executed the SPA and issued the Note as described in Item 1.01 above. The Note may be accelerated by the holder in the event of default and the rate of interest on the Note will increase to 22% per annum, retroactive to the date of issuance. The Note is a direct financial obligation of the Company and is considered a current liability of the Company for accounting purposes.

 

 

Item 3.02 Unregistered Sales of Equity Securities.

 

On December 10, 2014, the Company issued a Note convertible into equity securities of the Company as described in Item 1.01 above. The purchaser of the Note was an “accredited investor” as such term is defined by rules promulgated by the Securities and Exchange Commission (“SEC”). No solicitation was made and no underwriting discounts were given or paid in connection with this transaction. The Company believes that the issuance of shares pursuant to the Acquisition was exempt from registration with the SEC pursuant to Section 4(2) of the Securities Act of 1933.

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

10.1 Securities Purchase Agreement dated December 10, 2014 between Pocket Games, Inc. and KBM Worldwide, Inc.
   
10.2 Convertible Promissory Note issued by Pocket Games, Inc.

 

 
 

 

 

 

 

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.

 

    Pocket Games, Inc.
     
     
Date:  January 7, 2015   By:  /s/ David Lovatt
    David Lovatt
    Chief Executive Officer