UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): March 2, 2016
VIRTUAL PIGGY, INC.
(Exact name of Registrant as specified in charter)
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Delaware
(State or other jurisdiction
of incorporation)
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0-53944
(Commission File Number)
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35-2327649
(I.R.S. Employer
Identification No.)
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1221 Hermosa Avenue, Suite 210, Hermosa Beach, California 90254
(Address of principal executive offices, including zip code)
(310) 853-1950
(Registrant's telephone number, including area code)
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant.
From March 2, 2016 to March 4, 2016, Virtual Piggy, Inc. (the “Company”) issued $105,100 aggregate principal amount of unsecured Promissory Notes to two accredited investors (the “Investors”) pursuant to Promissory Note Agreements. The notes issued consist of (i) a $100,100 principal amount unsecured promissory note (“Class A Unsecured Note”) and (ii) a $5,000 principal amount unsecured promissory note (“Class B Unsecured Note”). The Class A Unsecured Note and Class B Unsecured Note are referred to collectively herein as the “Notes”. Each purchaser of Notes also received a two-year Warrant to purchase a number of shares of common stock equal to approximately twenty percent of the principal amount invested at an exercise price of $0.90 per share (the “Warrants”), resulting in the issuance in the aggregate of Warrants to purchase 21,000 shares of Company common stock.
The Notes bear interest at a rate of ten percent (10%) per annum and mature on the six (6) month anniversary of the issuance date, or on such earlier date that (i) the Company completes the closing of a specified joint venture agreement or (ii) the Company completes the sale of at least an additional $1 million of 10% Secured Convertible Promissory Notes (the “Maturity Date”). As an additional inducement, the purchasers of Class A Unsecured Notes only will receive, on the Maturity Date, a commitment fee equal to seven and one-half percent (7.5%) of the original principal amount.
The descriptions of the Notes and the Warrants as set forth herein do not purport to be complete and are qualified in their entirety by the provisions of the forms of Notes and Warrant, copies of which are incorporated herein by reference to Exhibits 10.1, 10.2 and 10.3, respectively.
ITEM 3.02. Unregistered Sales of Equity Securities.
The information provided under Item 2.03 regarding the unregistered sale of securities is incorporated herein by reference.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits – The following exhibits are filed as part of this report:
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Exhibit No.
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Description of Exhibit
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10.1
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Form of Promissory Note (1)
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10.2
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Form of Promissory Note (including commitment fee) (2)
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10.3
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Form of Warrant (3)
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(1)Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed November 6, 2015.
(2)Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed November 6, 2015.
(3)Incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q filed November 6, 2015.
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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.
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VIRTUAL PIGGY, INC.
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Date: March 8, 2016
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By:
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/s/ Ernest Cimadamore
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Ernest Cimadamore
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Secretary
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