Attached files
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| EX-10.1 - LETTER FROM SHARPS TECHNOLOGY, INC DATED SEPTEMBER 10, 2018 - Friendable, Inc. | exhibit_10-1.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
September 10, 2018
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))
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. ☐
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Indicate by
check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
☐ Yes ☒ No
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As used herein, the terms, “we,” “us,”
“our,” and the “Company” refers to
Friendable, Inc., a Nevada corporation and its subsidiaries, unless
otherwise stated.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Form 8-K and other reports filed by Friendable, Inc.
(“Friendable” or the “Company”) from time to time with the Securities and
Exchange Commission (collectively, the “Filings”) contain or may contain forward looking
statements and information that are based upon beliefs of, and
information currently available to, the Company’s management
as well as estimates and assumptions made by the Company’s
management. When used in the filings the words
“anticipate”, “believe”,
“estimate”, “expect”, “future”,
“intend”, “plan” or the negative of these
terms and similar expressions as they relate to the Company or
Company’s management identify forward looking statements.
Such statements reflect the current view of the Company with
respect to future events and are subject to risks, uncertainties,
assumptions and other factors relating to the Company’s
industry, the Company’s operations and results of operations
and any businesses that may be acquired by the Company. Should one
or more of these risks or uncertainties materialize, or should the
underlying assumptions prove incorrect, actual results may differ
significantly from those anticipated, believed, estimated,
expected, intended or planned.
Although the Company’s management believes that the
expectations reflected in the forward looking statements are
reasonable, the Company cannot guarantee future results, levels of
activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States,
the Company does not intend to update any of the forward-looking
statements to conform these statements to actual results. The
following discussion should be read in conjunction with the
Company’s pro forma financial statements and the related
notes filed with this Form 8-K.
Item 1.01 Cancellation Material Definitive Agreement.
Share Exchange Agreement
On June 27, 2018, Friendable, Inc., a corporation organized under
the laws of Nevada (the “Acquiror” or
“Company”), shareholders of the Acquiror (the
“Acquiror Principal Shareholders”), and Sharps
Technology, Inc., a corporation organized under the laws of Wyoming
(the “Acquiree”) entered into a Share Exchange
Agreement (the “Agreement”) pursuant to which each
person who is a shareholder of the Acquiree (the “Acquiree
Shareholders”) (who are the holders of all of the issued and
outstanding shares of common stock of the Acquiree (the
“Acquiree Interests”)) had agreed to transfer to the
Acquiror, and the Acquiror had agreed to acquire from the Acquiree
Shareholders, all of the Acquiree Interests, in exchange for the
issuance of 17,000,000 shares of Acquiror’s common stock to
the Acquiree Shareholders (the “Acquiror Shares”). On
September 10, 2018, the Acquiree delivered a letter to the Acquiror
cancelling the merger contemplated in the June 27, 2018 merger,
citing “complexity, spin off of assets, recent events, and
other requirements”.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number
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Description
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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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