FREEZE TAG, INC. (OTCMKTS:FRZT) Files An 8-K Unregistered Sales of Equity Securities

FREEZE TAG, INC. (OTCMKTS:FRZT) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02. Unregistered Sales of Equity Securities.

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On September 8, 2017, we received a notice from a non-affiliate holder of one of our outstanding convertible promissory notes to issue 53,750,000 shares of our common stock to the holder notifying us of their election to convert $10,750 of principal due under the promissory note into the shares. The shares were issued on September 13, 2017. Due to the length of time since the holder lent us the funds and that the holder has held the note, the shares were issued without a standard Rule 144 restrictive legend. Based on the representations of the investor in the Convertible Promissory Note and the Notice of Conversion, the issuance of the shares was exempt from registration to Section 4(a)(2) of the Securities Act of 1933. The investor was accredited and sophisticated, familiar with our operations, and there was no solicitation.

Item 7.01. Regulation FD Disclosure.

On September 20, 2017, we issued a press release updating the public on new enhancements to our game, Garfield GO, the featuring of our Kitty Pawp game by Apple, and Freeze Tag team travels to MHQ Bash in McKinney, Texas. A copy of the press release is furnished with this Current Report as Exhibit 99.1.

The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under such section, nor shall it be deemed incorporated by reference in any of our filings under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Freeze Tag, Inc. Exhibit
EX-99.1 2 frzt_ex991.htm PRESS RELEASE frzt_ex991.htmEXHIBIT 99.1   Freeze Tag News: Garfield GO Update,…
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Freeze Tag, Inc. is engaged in creating mobile social games that are fun and engaging for all ages. Players can download the games for free or they can purchase virtual items and additional features within the game to increase the fun factor. The Company’s games encourage players to compete and engage with their friends on social networks, such as Facebook and Twitter. Its mobile games include Victorian MysteriesO and Unsolved Mystery ClubO, as well as digital entertainment, such as Etch A SketchO. The Company markets, sells and distributes its games primarily through direct-to-consumer digital storefronts, such as Apple’s Application (App) Store, the Google Play Store and Amazon’s App store. In addition to publishing its smartphone games on direct-to-consumer digital storefronts, the Company also publishes some of its titles on other platforms, such as the Facebook App Store, the Mac App Store and personal computer (PC) Download portals, such as Big Fish Games and Gamehouse.

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