bBooth, Inc. (OTCMKTS:BBTH) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| ENTRY INTO MATERIAL DEFINITIVE AGREEMENT. |
To the extent required by Item 1.01 of Form 8-K, the information
contained or incorporated in Item 3.02 of this Form 8-K is
incorporated by reference in this Item 1.01.
| Item 2.03 |
CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT |
To the extent required by Item 2.03 of Form 8-K, the information
contained or incorporated in Item 3.02 of this Form 8-K is
incorporated by reference in this Item 2.03.
| Item 3.02 | UNREGISTERED SALES OF EQUITY SECURITIES. |
Effective April 4, 2016, we issued an unsecured convertible note
payable to Oceanside Strategies, Inc. (Oceanside) in the amount
of $680,268.50 (the Note). The Note superseded and replaced all
previous notes and liabilities due to Oceanside for sums
Oceanside loaned to our company in 2014 and 2015. The Note bears
interest at the rate of 12% per annum, compounded annually and
had a maturity date of December 4, 2016. In consideration for
Oceansides agreement to convert all prior notes from current
demand notes and extend the maturity date to December 4, 2016, we
granted Oceanside the right to convert up to 30% of the amount of
the Note into shares of our companys common stock at $0.07 per
share and we issued 2,429,530 share purchase warrants,
exerciseable at $0.07 per share until April 4, 2019, which
warrants represent 25% of the amount of the Note. The Note was
issued to Oceanside, a non-U.S. person (as that term is defined
in Regulation S of the Securities Act of 1933, as amended) in an
offshore transaction in which we relied on the exemptions from
the registration requirements provided for in Regulation S and/or
Section 4(a)(2) of the Securities Act.
Effective January 3, 2017, we entered into an extension agreement
(the Extension Agreement) with Oceanside to extend the maturity
date of the Note to and including August 4, 2017. All other terms
of the Note remain unchanged. In consideration for Oceansides
agreement to extend the maturity date to August 4, 2017 we issued
Oceanside 2,429,530 share purchase warrants, exerciseable at
$0.08 per share until December 29, 2019, which warrants represent
25% of the amount of the Note. A copy of the form of the Note,
the Extension Agreement and the Warrant Agreement are attached to
this Form 8-K as Exhibit 10.1, Exhibit 10.2 and 10.3
respectively, and are incorporated by reference herein. The
foregoing description of the unsecured convertible note and the
warrants do not purport to be complete and are qualified in their
entirety by reference to the Note and the warrants.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
| 10.1 |
April 2016 12% Unsecured Convertible Note issued to Oceanside Strategies, Inc. |
| 10.2 |
Extension Agreement and Amendment to 12% Unsecured Convertible Note issued to Oceanside Strategies, Inc. |
| 10.3 | Warrant Agreement for Oceanside Strategies, Inc. |
About bBooth, Inc. (OTCMKTS:BBTH)
bBooth, Inc. is focusing on the manufacture and operation of Internet-connected, kiosk-sized, audio-video recording studios, branded and marketed under the name of bBooth, which are integrated into a social media, messaging, gaming, music streaming and video sharing application. The Company’s business has evolved from one-based mainly on its mall-based bBooth kiosks and mobile applications, focused on talent discovery, to a cloud-based, enterprise level platform, tentatively branded as NOTIFI, developed to address markets that includes corporate users, consumer brands and media companies, among others, seeking internal and external messaging and communications capabilities. Offered through bBoothTech, the Company’s technology licensing division, the NOTIFI platform is a fully integrated mobile, desktop and Web-based application, with back-end administration and data collection capabilities. It has not generated any revenues. bBooth, Inc. (OTCMKTS:BBTH) Recent Trading Information
bBooth, Inc. (OTCMKTS:BBTH) closed its last trading session up +0.0001 at 0.0801 with shares trading hands.