Attached files
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
August 15, 2016
Date of Report (Date of earliest event reported)
Friendable, Inc.
(Exact name of registrant as specified in its charter)
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Nevada |
000-52917 |
98-0546715 |
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(State or other jurisdiction |
(Commission |
(IRS Employer |
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of incorporation) |
File Number) |
Identification No.) |
1821 S Bascom Ave., Suite 353, Campbell, California 95008
(Address of principal executive offices) (Zip Code)
(855) 473-7473
Registrant’s telephone number, including area code
Check the appropriate box below if the Form 8-K 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 (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))
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Item 1.01 Entry into a Material Definitive Agreement.
The Coventry Agreement
On August 15, 2016, Friendable, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Coventry Enterprises, LLC (“Coventry”), (the “Coventry Securities Purchase Agreement, pursuant to which the Company sold and issued to Coventry a $157,000
face value 8% Convertible Redeemable Note (the “Coventry Note”) with a maturity date of August 15, 2017 (the “Coventry Maturity Date”).
Pursuant to the terms of the Coventry Note, interest accrues daily on the outstanding principal amount at a rate per annum of 8% on the basis of a 365-day year. The principal amount of the Coventry Note and interest is payable on the Coventry Maturity Date. The Coventry Note is convertible into common stock at any time after the issue date at 50% of the lowest closing
bid price (subject to a $0.004 per share ceiling price) for the common stock during the twenty (20) consecutive trading days immediately preceding the conversion date, including the date upon which the Company receives a conversion notice from Coventry. Coventry does not have the right to convert the note to the extent that it would beneficially own in excess of 9.9% of the Company’s outstanding common stock. The Company does not have the right to prepay the note. In the event of default, the Coventry Note
becomes immediately due and payable and the balance of principal and interest shall bear default interest at the rate of 24% per annum. In connection with the Coventry Note, Coventry paid the Company $7,500 for its legal fees and expenses.
The above description of the Securities Purchase Agreement and the Coventry Note is intended as a summary only and is qualified in its entirety by the terms and conditions set forth therein, and may not contain all information that is of interest to the reader. For further information regarding the terms and conditions of the Coventry Securities Purchase
Agreement and the Coventry Note, this reference is made to such agreements, which are filed hereto as Exhibit 10.1 and Exhibit 10.2 and incorporated herein by this reference.
The Alpha Capital Anstalt Agreement and Coventry Agreement
On March 8, 2016 the Company entered into a Securities Purchase Agreement with two purchasers, Alpha Capital Anstalt (“Alpha”) and Coventry Enterprises, LLC. (“Coventry”). On March 8, 2016, the Company issued a $110,000 7% interest note to Alpha Capital with a maturity date of September 8, 2017. After the requisite Rule 144 holding
period, the note is convertible into common shares of the Company at an initial price of $0.0025 (subject to certain adjustments). On the same date, the Company also issued a $90,000 note to Coventry Enterprises and a $5,000 note to Palladium Capital Advisors with identical terms. (“Initial Closing Note”).
On August 15, 2016, pursuant to the Seventh Amendment and Closing Agreement of the March 2016 SPA, the Company, Coventry and Alpha agreed to increase the Initial Closing Note principal amount from $690,000 to $847,000. The Company was funded $157,000 by Alpha and a note in the amount of $3,750 will be issued to Palladium Capital
Advisors LLC as payment for its services as placement agent. In connection with the Seventy Amendment and Closing Agreement, the Company also issued to Alpha Capital warrants to purchase 62,800,000 shares of Common Stock with an exercise price of $0.0030 (the “Warrant Agreement”).
The above description of the Seventy Amendment and Closing Agreement and the Warrant Agreement is intended as a summary only and is qualified in its entirety by the terms and conditions set forth therein, and may not contain all information that is of interest to the reader. For further information regarding the terms and conditions of the Seventy Amendment
and Closing Agreement and the Warrant Agreement, this reference is made to such agreements, which are filed hereto as Exhibit 10.3 and Exhibit 10.4 and incorporated herein by this reference.
Item 3.02 Unregistered Sales of Equity Securities.
Reference is made to the disclosure set forth under Item 1.01 of this Report, which disclosure is incorporated herein by reference.
The foregoing securities under Securities Purchase Agreement were offered and sold without registration under the Securities Act of 1933 (the “Securities Act”) in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state laws.
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Item 9.01 Financial Statement and Exhibit
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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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FRIENDABLE, INC. |
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Date: August 24, 2016 |
By: |
/s/Robert Rositano |
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Robert Rositano |
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CEO |
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