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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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WASHINGTON, DC 20549
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FORM 8-K
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CURRENT REPORT PURSUANT
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TO SECTION 13 OR 15(D) OF THE
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SECURITIES EXCHANGE ACT OF 1934
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Date of
report (Date of earliest event reported): July 7, 2017
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SPENDSMART
NETWORKS, INC.
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(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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000-27145
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33-0756798
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(State
or Other Jurisdiction of Incorporation or
Organization)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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805
Aerovista Place, Suite 205
San Luis Obispo,
CA
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93401
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
Telephone Number, Including Area Code: (866) 497-6081
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N/A
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(Former
Name or Former Address, if Changed Since Last Report)
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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 (see General Instruction A.2.
below):
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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☐
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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
On July
7, 2017, the Company amended one May 5, 2015 9% Convertible
Promissory Note with a principal amount of $275,000 as follows: the
maturity date was extended to September 7, 2017 and in the event
the borrower completes an asset sale or capital raise of more than
$225,000, then the Notes shall automatically immediately become due
and payable.
On July
11, 2017, the Company issued a Convertible Promissory Note to the
Isaac Blech in the amount of $50,000. Mr. Blech is a member of the
Company’s board of directors. The Convertible Promissory Note
bears interest at the rate of 9% has maturity date of August 31,
2017, and a voluntary conversion into an upcoming financing in the
event the Company closes the financing and receives gross proceeds
totaling at least $200,000. The conversion rate will be at the same
terms of the financing.
Item 2.03
Creation
of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
Reference is made
to the discussion in Item 1.01 above with respect to the obligation
of the Company pursuant to the Note.
Item 3.02
Unregistered
Sales of Equity Securities
As
stated in Item 1.01 above, which information is hereby incorporated
herein by this reference, effective as of July 11, 2017, the
Company sold the Note to Isaac Blech. The Company received proceeds
of $50,000 under the Note.
The
Note was not registered under the Securities Act of 1933, as
amended (the “Act”), in reliance upon the exemption
from registration contained in Section 4(2) of the Act. The Note
and the shares of Common Stock issuable upon the conversion of the
Note may not be reoffered or sold in the United States by the
holder in the absence of an effective registration statement or
exemption from the registration requirements of the
Act.
The
Company intends to use the proceeds from the sale of the Note for
working capital and general corporate purposes.
SIGNATURE
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, thereunto duly authorized.
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SPENDSMART NETWORKS, INC.
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By:
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/s/
Luke Wallace
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Dated:
July 13, 2017
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Luke
Wallace
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Chief
Executive Officer
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