Attached files
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EX-99.1 - PRESS RELEASE, DATED DECEMBER 20, 2017, ISSUED BY SNAP INTERACTIVE, INC. - PALTALK, INC. | f8k121917ex99-1_snapinteract.htm |
EX-10.1 - SECURITIES PURCHASE AGREEMENT, DATED DECEMBER 19, 2017, BY AND BETWEEN SNAP INTE - PALTALK, INC. | f8k121917ex10-1_snapinteract.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): December 19, 2017
SNAP INTERACTIVE, INC.
(Exact name of registrant as specified in its charter)
Delaware | 000-52176 | 20-3191847 | ||
(State or other jurisdiction | (Commission File Number) | (IRS Employer | ||
of incorporation) | Identification No.) |
122 East 42nd Street, New York, NY |
10168 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 594-5050
(Former name or former address, if changed since last report)
Not Applicable
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):
☐ | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Section 1 – Registrant’s Business and Operations
Item 1.01 | Entry into a Material Definitive Agreement. |
On December 19, 2017, Snap Interactive, Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Hershey Strategic Capital, LP (the “Purchaser”), pursuant to which the Company issued and sold 200,000 shares of its common stock to the Purchaser for an aggregate purchase price of $1,000,000, or $5.00 per share, without payment of any placement or brokerage fees (the “Private Placement”). The issuance of the shares was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof and Rule 506 of Regulation D thereunder as a transaction not involving a public offering. The Company intends to use the net proceeds from the Private Placement for general corporate purposes, including development of the Company’s blockchain product initiatives.
In connection with the execution of the Securities Purchase Agreement, the Company entered into a Professional Services Agreement (the “Advisory Agreement”) with Adam Hershey (the “Advisor”), the Purchaser’s managing member, pursuant to which the Advisor agreed to advise the Company on matters related to the Company’s capital markets strategy.
The foregoing description of the Securities Purchase Agreement is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Section 3 – Securities and Trading Markets
Item 3.02 | Unregistered Sale of Equity Securities. |
The information set forth in Item 1.01 related to the Private Placement is hereby incorporated by reference into this Item 3.02.
Section 7 – Regulation FD
Item 7.01. | Regulation FD Disclosure. |
On December 20, 2017, the Company issued a press release announcing the completion of the Private Placement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to Item 7.01 (including the information in Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Section 9 – Financial Statements and Exhibits
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
1 |
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.
SNAP INTERACTIVE, INC. | ||
Date: December 20, 2017 | By: | /s/ Alexander Harrington |
Alexander Harrington | ||
Chief Executive Officer |
2