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): June 28, 2016

SPENDSMART NETWORKS, INC.
(Exact Name of Registrant as Specified in Its Charter)


Delaware
 
000-27145
 
33-0756798
(State or Other Jurisdiction of Incorporation or Organization)
 
(Commission File Number)
 
(IRS Employer Identification No.)


805 Aerovista Place, Suite 205
San Luis Obispo, CA
 
 
93401
(Address of Principal Executive Offices)
 
 
(Zip Code)

Registrant’s Telephone Number, Including Area Code: (866) 497-6081
 
N/A
(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):

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 1.01
Entry into a Material Definitive Agreement

On June 28, 2016, the Company amended the Convertible Promissory Note of holder Plazacorp Investments Limited as follows: the maturity date was extended to fifteen months, the conversion price was lowered to $0.15 per share, and the provision limiting the conversion price adjustment to that of the Series C Preferred Stock was removed.  The Company also amended the warrant issued in conjunction with the Convertible Promissory Note reducing the exercise price to $0.15 and issued a new warrant to purchase 100,001 shares of the Company’s common stock with a $0.15 exercise price and a three-year expiration.

 
 

 

SIGNATURE
 
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, thereunto duly authorized.
 
       
SPENDSMART NETWORKS, INC.
 
               
/s/  Luke Wallace
Dated: July 5, 2016
     
By:
 
Luke Wallce
               
Chief Executive Officer