Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
December 2, 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))
EXPLANATORY NOTE
On
October 7, 2016, Friendable, Inc. (the “Company”) filed with the
Securities and Exchange Commission a Form 8-K (the
“Initial
Report”) for the purpose, among other disclosures, of
announcing its entry into a Securities Purchase Agreement (the
“Alpha SPA”)
with and the issuance of a Convertible Note and Warrant to Alpha
Capital Anstalt.
The
purpose of this Amendment No. 1 to the Initial Report
(“Amendment No.
1”) is to disclose an agreement to amend certain
portions of the Alpha SPA and, in connection with such amendment,
the signing of a Funding Commitment Letter by Coventry Enterprises,
LLC.
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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, $1,590,000 of convertible
notes, payable in four tranches. 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 were scheduled to 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”).
Prior
to the November 2016 Closing, the Company and Alpha Capital agreed
that Alpha Capital would fund $295,000 in the November 2016 Closing
rather than $375,000. After Alpha Capital made such payment,
Coventry Enterprises, LLC (“Coventry) funded $80,000 as part of the
November 2016 Closing.
On
December 2, 2016, the Company and Alpha Capital entered into an
Agreement (the “Agreement”) to amend certain
portions of the Alpha SPA such that Alpha Capital would only be
obligated to pay $295,000 to the Company during each of the
December 2016 and January 2017 Closings. On December 2, 2016,
Coventry signed a Funding Commitment Letter (the
“Letter”) to
pay, not including fees payable by the Company to Coventry, $80,000
to the Company during each of the December 2016 and January 2017
Closings.
The
foregoing description is qualified in its entirety by reference to
the Agreement and the Letter which are filed herewith as Exhibits
10.1 and 10.2 and incorporated herein by reference.
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: December
2, 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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