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
September 8, 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
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000-52917
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98-0546715
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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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))
1
Item 1.01 Entry into a Material Definitive Agreement.
The Coventry Agreement
On
September 8, 2016, Friendable, Inc. (the “Company”) entered into a
Securities Purchase Agreement with Coventry Enterprises, LLC
(“Coventry”),
(the “Coventry Securities
Purchase Agreement”), pursuant to which the Company
sold and issued to Coventry a $80,000 face value 8% Convertible
Redeemable Note (the “Coventry Note”) with a
maturity date of September 8, 2017 (the “Coventry Maturity Date”).
The transaction closed on September 9, 2016.
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 Coventry 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.
The above description of the Coventry 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, (the “March 2016
SPA”), pursuant to which
the Company issued a $110,000 7% interest note to Alpha with a
maturity date of September 8, 2017 (the “Alpha
Note”). After the
requisite Rule 144 holding period, the Alpha Note is convertible
into common shares of the Company at an initial price of $0.0025
(subject to certain adjustments). On the same date, pursuant to the
March 2016 SPA, the Company also issued a $90,000 note to Coventry
(the “March 2016 Coventry
Note”) and a $5,000 note
to Palladium Capital Advisors, LLC (“Palladium”),
(the “Palladium
Note”), with identical
terms (the Alpha Note, the March 2016 Coventry Note and the
Palladium Note are hereinafter collectively referred to as
the “Initial Closing
Notes”).
On September 12, 2016, pursuant to the Eighth Amendment and Closing
Agreement of the March 2016 SPA (the “Eighth
Amendment and Closing Agreement”), the Company,
Coventry and Alpha agreed to increase the principal amount of the
Initial Closing Notes from $965,425 to $1,050,500. Pursuant to the
Eighth Amendment and Closing Agreement, the Company issued an
Allonge No. 8 to the Alpha Note, increasing the principal amount of
the Alpha Note by $83,000 over and above any amounts outstanding
immediately prior to the date of Allonge No. 8, such that the
resulting principal amount of the Alpha Note is $930,000. Pursuant
to the Eighth Amendment and Closing Agreement, as payment for
Palladium’s services as placement agent, the Company also
issued an Allonge No. 8 to the Palladium Note, increasing the
principal amount of the Palladium Note by $2,075 over and above any
amounts outstanding prior to the date of Allonge No. 8, such that
the resulting principal amount of the Palladium Note is $25,500. In
connection with the Eighth Amendment and Closing Agreement, the
Company also issued to Alpha Capital warrants to purchase
33,200,000 shares of common stock of the Company with an exercise
price of $0.0030 (the “Warrant
Agreement”).
The above description of the Eighth 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 Eighth 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.
2
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.
Item 9.01 Financial Statement and Exhibit
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Exhibit
Number
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Description
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3
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:
September 15, 2016
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By:
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/s/Robert
Rositano
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Robert
Rositano
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CEO
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