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
July 21, 2017
Date of
Report (Date of earliest event reported)
Friendable, Inc.
(Exact
name of registrant as specified in its charter
Nevada
|
000-52917
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98-0546715
|
(State
or other jurisdiction
|
(Commission
|
(IRS
Employer
|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
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 July 21, 2017 (the
“Alpha SPA”)
with Alpha Capital Anstalt (“Alpha Capital”), to issue
and sell up to, in principal amount, $500,000 of convertible notes,
payable in two tranches (the “Alpha Notes”). The first tranche of
$300,000 was funded on July 21, 2017 (the “Initial Closing Date”). The second
tranche of $200,000 will be upon effectiveness of the registration
statement of Fan Pass Inc. and trading of common stock which is not
later than 9 months after first closing. The Alpha Notes are senior
to all current and future indebtedness of the Company except as
agreed to by the parties. The conversion price of the notes will be
the lowest conversion price of any instrument issued by the
Company. The Alpha Notes are long-term debt obligations that are
material to the Company. The Alpha Notes also contain certain
representations, warranties, covenants and events of default. In
the event of default, at the option of Alpha Capital and in their
sole discretion, Alpha Capital may consider the Alpha Note’s
immediately due and payable.
In
connection with the Alpha Notes and Alpha SPA, the Company also
entered into a Pledge Agreement whereby as collateral security, the
Company pledged shares of common stock of its subsidiary, Fan Pass,
Inc. The number shares pledged will be determined at a later date.
The Company has formed a subsidiary called Fan Pass Inc. to hold
all of the assets of the mobile application “Fan Pass
Live”. The Company also has pledged collateral to Alpha
Capital in the form of the Fan Pass
Security Agreement which grants a security interest in and
to, a lien upon and a right of set-off against all of their
respective right, title and interest to the assets of Fan Pass Inc,
including all intellectual property. The Alpha Notes have a
beneficial ownership limitation such that Alpha Capital can never
own more than 4.99% 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 8% of the aggregate purchase price paid in each
Closing, the amount being $24,000 for the first closing. The
Company has agreed to pay legal costs of $50,000 payable upon the
First Closing, and an additional $50,000 upon the funding of the
second tranche of $200,000, and $40,000 within thirty (30) days
that Fan Pass, Inc. has a class of common stock registered pursuant
to Section 12(g) of the Exchange Act.
The
foregoing description is qualified in its entirety by the complete
text of the Alpha SPA, Alpha Notes, and Fan Pass Security
Agreement, and Pledge Agreement, which are filed herewith as
Exhibits 10.1, 10.2, 10.3, and 10.4, respectively, and incorporated
herein by reference.
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 1.01 of this Current Report on
Form 8-K is incorporated by reference into this Item
2.03.
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.
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Item 9.01 Financial Statements and Exhibits.
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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