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): March 3, 2016
| SNAP INTERACTIVE, INC. |
| (Exact name of registrant as specified in its charter) |
| Delaware | 000-52176 | 20-3191847 | ||
| (State or other jurisdiction | (Commission File Number) | (IRS Employer | ||
| of incorporation) | Identification No.) |
320 W. 37th Street, 13th Floor New York, NY |
10018 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 594-5050
(Former name or former address, if changed since last report)
Not Applicable
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 3 — Securities and Trading Markets
| Item 3.02. | Unregistered Sales of Equity Securities. |
As previously disclosed in the Current Report on Form 8-K of Snap Interactive, Inc. (the “Company”), dated March 3, 2016 and filed with the Securities and Exchange Commission on March 7, 2016, the Company awarded Clifford Lerner, the Company’s President of The Grade, 5,000,000 shares of restricted common stock on March 3, 2016 (the “New Restricted Shares”). The New Restricted Shares were issued to Mr. Lerner in exchange for Mr. Lerner agreeing to cancel and forfeit an award of 5,000,000 shares of restricted common stock issued to Mr. Lerner on April 10, 2013.
The New Restricted Shares vest 100% on the (10th) tenth anniversary of the date of grant, provided Mr. Lerner is providing services to the Company on such date. The issuance was exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof as a transaction by an issuer not involving a public offering.
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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.
| Date: | March 9, 2016 | ||
| SNAP INTERACTIVE, INC. | |||
| By: | /s/ Alexander Harrington | ||
| Alexander Harrington | |||
| Chief Executive Officer and Chief Financial Officer | |||
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