Attached files
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EX-10.2 - FORM OF CONVERTIBLE PROMISSORY NOTE - RumbleOn, Inc. | svtc_ex102.htm |
EX-10.1 - FORM OF LOAN AGREEMENT - RumbleOn, Inc. | svtc_ex101.htm |
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): November 28,
2016
Smart
Server, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or Other Jurisdiction
of Incorporation)
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000-55182
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46-3951329
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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4521 Sharon Road
Suite 370
Charlotte, North Carolina
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28211
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(Address of Principal Executive Offices)
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(Zip Code)
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(980)
297-2000
(Registrant’s Telephone Number, Including Area
Code)
(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:
☐
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))
Item
2.03. Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a
Registrant.
The
information set forth in Item 3.02 of this Current Report on Form
8-K is incorporated by reference into this item.
Item
3.02. Unregistered Sales of Equity Securities.
On
November 28, 2016, Smart Server, Inc. (the “Company”)
completed a private placement (the “Private Placement”)
with certain accredited investors (the “Purchasers”),
with respect to the sale of an aggregate of 900,000 shares of
common stock of the Company (the “Common Stock”) at a
purchase price of $1.50 per share for total consideration of
$1,350,000. In connection with the Private Placement, the Company
also entered into loan agreements with the Purchasers (the
“Loan Agreements”), pursuant to which the Purchasers
will loan to the Company their pro rata share of up to $1,350,000
in the aggregate (the “Applicable Loan Amount”) upon
the request of the Company at any time on or after January 31, 2017
and before November 1, 2020, pursuant to the terms of the
convertible promissory note (the "Note") attached to each of the
Loan Agreements.
The
principal amount of the Notes will be equal to the Applicable Loan
Amount and the Notes will have a maturity date of November 1, 2020.
Interest on the Notes will be accrued annually at 9.5%. In the
event of an equity financing of at least $1,500,000 following the
execution of the Loan Agreements (a “Qualified
Financing”), the Notes will be convertible in whole, but not
in part, at the election of the Purchasers, at a price equal to the
lesser of (i) $1.50 and (ii) the price per share in a proposed
Qualified Financing. The Company will have the right to prepay the
Notes without penalty at any time.
The
Common Stock issued and the Notes that may be issued are exempt
from the registration requirements of the Securities Act of 1933,
as amended (the "Act"), in accordance with Section 4(a)(2) of the
Act and Regulation D thereunder.
The
foregoing description of the Private Placement, the Loan Agreements
and the Notes does not purport to be complete and is qualified in
its entirety by reference to the forms of the Loan Agreement and
the Notes, attached hereto as Exhibits 10.1 and 10.2 respectively,
which are incorporated into this report by reference.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit No.
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Description
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10.1
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Form of Loan
Agreement.
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10.2
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Form of Promissory
Note.
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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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SMART
SERVER, INC.
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Date: December 2,
2016
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By:
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/s/
Steven
R. Berrard
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Steven R.
Berrard
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Interim Chief
Financial Officer and Secretary
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EXHIBIT INDEX
Exhibit No.
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Description
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10.1
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Form of Loan
Agreement.
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10.2
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Form of Promissory
Note.
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