Attached files
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| EX-4.1 - FORM OF WARRANT - Freedom Internet Group Inc. | freedom_ex41.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): October 1,
2020
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Freedom Internet Group Inc.
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(Exact
name of registrant as specified in its charter)
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Puerto Rico
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000-56149
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66-0910894
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(State
or other jurisdiction ofIncorporation or Organization)
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(Commission
File Number)
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(I.R.S.
EmployerIdentification No.)
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151 Calle San Francisco, Suite 200San Juan, Puerto
Rico
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00901
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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: 855-422-4200
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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:
☐
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))
Securities registered pursuant to Section 12(b) of the Act:
None
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Title of each class
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Trading Symbol(s)
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Name of exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth
company as defined in 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).
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Emerging
growth company ☑
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If an
emerging growth company, indicate by checkmark 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. ☐
Item 3.02 Unregistered Sales of Equity Securities.
On October 1, 2020, Freedom Internet Group Inc.
(the “Company”) accepted subscriptions from investors and
closed a private offering. The Company issued 84,834 units
in exchange for $509,000 in cash to 40 accredited investors in the
offering. The units were sold at the price of $6.00 per unit. Each
unit consisted of 100 shares of Company common stock, $0.01 per
share and a warrant to purchase an additional 100 shares of Company
common stock at an exercise price equal to $8 per
share. The units were sold
by our chief executive officer and our chief financial
officer. No
underwriters were utilized and no commissions or fees were paid
pursuant to the offering. The Company relied on Rule 506(c) of
Regulation D of the Securities Act of 1933, as
amended.
Previously, the
Company issued a series of simple agreements for future equity
(collectively, the "Series 1
SAFEs") with an aggregate value of $1,812,000. Pursuant to
the terms of the Series 1 SAFEs, as amended, each outstanding
Series 1 SAFE will automatically convert into common shares of
Company upon the closing of the Next Equity Financing (as defined).
The SAFE conversion price is the price per share of the Next Equity
Financing minus a discount of 45%. “Next Equity Financing” means the next sale
(or series of related sales) by the Company of its common stock
from which the Company receives gross proceeds of not less than
$500,000. The closing of the above-described Rule 506(c) Regulation
D private offering constituted a Next Equity Financing and all of
the Series 1 SAFEs automatically converted at $3.30 per
share into 549,095 shares of Company common stock. The Company relied upon the exemption provided
in Section 4(a)(2) of the Securities Act.
The
number of outstanding shares of common stock of the Company is now
3,710,729.
The
foregoing descriptions of the Warrants and Series 1 SAFEs are
qualified in their entirety by reference to the full text of the
Form of Warrant and Form of Safe Agreement, a copies of which are
filed as Exhibits 10.1 and 10.2, respectively, to this Current
Report on Form 8-K and incorporated by reference
herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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Location
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Form of
Warrant
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Filed
herewith
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4.2
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Form of
SAFE Agreement
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Incorporated
by reference to our Form S-1 Registration Statement filed on
January 10, 2020
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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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FREEDOM INTERNET GROUP INC.
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By:
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/s/
Noah Rosenfarb
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Name:
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Noah
Rosenfarb
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Title:
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Chief
Financial Officer
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Dated:
October 2, 2020