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EX-4.1 - 12% CONVERTIBLE LOAN OR PROMISSORY NOTE DATED DECEMBER 14,2018 ISSUED BY THE COM - Friendable, Inc. | exhibit_4-1.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
Date of
Report (Date of earliest event reported)
Friendable, Inc.
(Exact
name of registrant as specified in its charter)
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))
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Item 1.01 Entry into a Material Definitive Agreement.
On
December 14, 2018, Friendable, Inc. and Fan Pass Inc, (together,
the “Company”)
issued a 12% Convertible Loan or Promissory Note (the
“Note”) in the
principal amount of $100,000 with a maturity date of December 14,
2019 (the “Maturity
Date”) to Robert G. Bishop Revocable Trust
(“Bishop”). The
Note was funded on December 14, 2018.
Interest
accrues daily on the outstanding principal amount of the Note at a
rate per annum equal to 12% on the basis of a 365-day year. The
principal amount of the Note and interest are payable on the
Maturity Date. The Note is convertible into common stock, subject
to Rule 144, at any time after the issue date: (A) for 100,000
shares of common stock (1.63% equity ownership) of Friendable,
Inc., post reverse split and debt restructure, and (B) for
2,000,000 shares of common stock (18.2% equity ownership) of Fan
Pass, Inc. In the event of default, the amount of principal and
interest on the Note becomes immediately due and payable. Officers
Robert Rositano Jr. and Dean Rositano personally guaranteed all the
obligations of the Company to the Note holder.
The foregoing description of the terms of the Note, does not
purport to be complete and is qualified in its entirety by the
complete text of the document attached as Exhibit 4.1 to this
Current Report on Form 8-K.
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 information set forth in Item 1.01 of this Current Report on
Form 8-K is incorporated by reference into this Item
3.02.
The issuance of the securities whose information is set forth in
Item 1.01 of this Current Report on Form 8-K were not registered
under the Securities Act of 1933, as amended (the “Securities
Act”), but qualified for exemption under Section 4(a)(2) of
the Securities Act. The securities were exempt from registration
under Section 4(a)(2) of the Securities Act because the issuance of
such securities by the Company did not involve a “public
offering,” as defined in Section 4(a)(2) of the Securities
Act, due to the insubstantial number of persons involved in the
transaction, size of the offering, manner of the offering and
number of securities offered. The Company did not undertake an
offering in which it sold a high number of securities to a high
number of investors. In addition, these investors had the necessary
investment intent as required by Section 4(a)(2) of the Securities
Act since they agreed to, and will receive, share certificates
bearing a legend stating that such securities are restricted
pursuant to Rule 144 of the Securities Act. This restriction
ensures that these securities would not be immediately
redistributed into the market and therefore not be part of a
“public offering.” Based on an analysis of the above
factors, we have met the requirements to qualify for exemption
under Section 4(a)(2) of the Securities Act.
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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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Friendable, Inc.
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Date: December
21, 2018
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By:
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/s/ Robert Rositano Jr.
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Robert
Rositano
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CEO
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