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
October 7, 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))
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Item 1.01 Entry into a Material Definitive Agreement.
Friendable,
Inc. (the “Company”) entered into a
Securities Purchase Agreement, dated October 7, 2016 (the
“Alpha SPA”)
with Alpha Capital Anstalt (“Alpha Capital”), to issue
and sell up to, in principal amount, $1,615,000 of convertible
notes, payable in four tranches (the “Alpha Notes”). The first tranche of
$465,000 was funded on October 7, 2016 (the “Initial Closing Date”) and the
second, third, and fourth tranches of $375,000 each will be funded,
respectively, during the first week of each of November 2016,
December 2016, and January 2017 (the subsequent closing dates and,
with the Initial Closing Date, each a “Closing”).
Pursuant
to the Alpha SPA, the Company also issued warrants to Alpha Capital
to purchase up to a number of shares of the Company’s common
stock (“Common
Stock”) equal to the purchase price of the Alpha Notes
divided by the conversion price in effect as of the date of Closing
(the “Alpha
Warrant”). The
conversion price as of the Initial Closing Date was $0.0025, and
therefore warrants to purchase 186,000,000 shares of the
Company’s common stock were issued to Alpha Capital. The
Alpha Warrants’ per share exercise price of $0.0030 is
equivalent to 120% of the conversion price. The Alpha Notes have a
beneficial ownership limitation such that Alpha Capital can never
own more than 9.99% of the number of shares of the Common Stock
outstanding immediately after giving effect to the issuance of
shares of Common Stock issuable upon conversion of the Alpha
Notes.
For its
services as a placement agent for this transaction, Palladium
Capital Advisors, LLC (“Palladium”) shall receive
compensation of 4% of the aggregate purchase price paid in each
Closing, payable in shares of Common Stock equal to 4% of the Alpha
Warrant, or 7,440,000 shares of Common Stock.
The
foregoing description is qualified in its entirety by reference to
the Alpha SPA, Alpha Notes, and Alpha Warrant, which are filed
herewith as Exhibits 10.1, 10.2, and 10.3, and incorporated herein
by reference.
The
Company is using a portion of the proceeds of each Closing to
purchase Series A Convertible Participating Preferred Stock of a
private entity named Hang With, Inc. (“Hang With”). Alpha Capital is
currently Hang With’s majority shareholder. On October
7, 2016, the Company entered into a Securities Purchase Agreement
with Hang With (the “Hang
With SPA”) to buy up to 330,397 shares of Hang
With’s Series A Convertible Participating Preferred Stock
(the “Preferred
Stock”) for $750,000. On the Initial Closing Date, the
Company paid $225,000 and received 99,118 shares of Preferred
Stock. The Company will pay Hang With $175,000 on each of the
subsequent three Closings. In connection with entering into the
Hang With SPA, the Company and Hang With entered into a Software
License Agreement (the “License Agreement”) in which Hang
With is licensing the intellectual property of its apps to the
Company. The Company and Hang With will also be entering into a
development agreement for Hang With to help develop the
Company’s apps. As part of the Hang With SPA and as
compensation for the Company entering into the License Agreement
and the future development agreement, Hang With, in addition to
issuing 154,185 shares of Preferred Stock on the Initial Closing
Date, issued 100,000 shares of its common stock to the
Company.
The
foregoing description is qualified in its entirety by reference to
the Hang With SPA and the License Agreement which are filed
herewith as Exhibits 10.4 and 10.5 and incorporated herein by
reference.
Item 3.02 Unregistered Sales of Equity Securities.
The
applicable information set forth in Item 1.01 of this Current
Report on Form 8-K is incorporated by reference in this Item 3.02.
The Company issued the securities described under Item 1.01 in
reliance upon the exemption from registration contained in Section
4(a)(2) of the Securities Act of 1933, as amended. The
Company’s reliance upon Section 4(a)(2) of the Securities Act
of 1933, as amended in issuing the securities was based upon the
following factors: (a) the issuance of the securities was an
isolated private transaction by us which did not involve a public
offering; (b) there were only two recipients; (c) there were no
subsequent or contemporaneous public offerings of the securities by
the Company; (d) the securities were not broken down into smaller
denominations; (e) the negotiations for the issuance of the
securities took place directly between the individual and the
Company; and (f) the recipients of the securities were accredited
investors.
Item 8.01 Other Events.
On
October 13, 2016, the Company issued a press release announcing the
transactions with Alpha Capital and Hang Wing. The press release
furnished herewith as Exhibit 99.1 shall not be deemed
“filed” for the purposes of Section 18 of the
Securities Exchange Act of 1934, and is not incorporated by
reference into any filing of the registrant, whether made before or
after the date hereof, regardless of any general incorporation
language in such filing.
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Item 9.01 Financial Statements and Exhibits.
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Exhibit Number
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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: October
14, 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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