FREEZE TAG, INC. (OTCMKTS:FRZT) Files An 8-K Unregistered Sales of Equity SecuritiesItem 3.02. Unregistered Sales of Equity Securities.
As disclosed in our Current Report on Form 8-K filed with the Commission on July 31, 2017, on July 25, 2017, we entered into Securities Exchange and Common Stock Agreements (the “CS Exchange Agreements”) with Craig Holland, Mick Donahoo, Robert Cowdell and the Holland Family Trust (together, the “CS Exchangers”), under which the CS Exchangers agreed to exchange certain promissory notes issued us to them into shares of our common stock automatically upon us completing a reverse stock split of our common stock with FINRA. On October 5, 2017, FINRA took our reverse stock split effective at the open of market. As a result, on October 5, 2017, we issued the CS Exchangers, the following shares of our post-split common stock: 37,849,200 shares to Craig Holland, 1,552,100 shares to Mick Donahoo, 3,072,100 shares to the assignee of Robert Cowdell, and 10,354,152 shares to the Holland Family Trust. These shares were all subject to a two-year lockup provision of the CS Exchange Agreements. These shares were issued with a standard Rule 144 restrictive legend. Based on the representations of the CS Exchangers in the CS Exchange Agreements, the issuance of the shares was exempt from registration to Section 4(a)(2) of the Securities Act of 1933. The investors were sophisticated, familiar with our operations, and there was no solicitation.
As disclosed in our Current Report on Form 8-K filed with the Commission on July 31, 2017, on July 25, 2017, we entered into Securities Exchange and Preferred Stock Agreements (the “PS Exchange Agreements”) with three different accredited investors (together, the “PS Exchangers”), under which the PS Exchangers agreed to exchange certain promissory notes issued us to them into shares of our Series B Convertible Preferred Stock automatically upon us completing a reverse stock split of our common stock with FINRA. On October 5, 2017, FINRA took our reverse stock split effective at the open of market. As a result, on October 5, 2017, we issued the PS Exchangers, the following shares of our Series B Convertible Preferred stock: 214,966 shares to Accredited Investor #1, 1,942,322 shares to Accredited Investor #2, and 51,094 shares to Accredited Investor #3. Also, one of the promissory notes with PS Exchangers remained open until it was closed on October 10, 2017. On October 10, 2017, we issued the PS Exchangers, the following shares of our Series B Convertible Preferred stock: 454,800 preferred shares to Accredited Investor #2. These shares were issued with a standard Rule 144 restrictive legend. Based on the representations of the PS Exchangers in the PS Exchange Agreements, the issuance of the shares was exempt from registration to Section 4(a)(2) of the Securities Act of 1933. The investors were accredited and sophisticated, familiar with our operations, and there was no solicitation.
On October 6, 2017, we received a notice from a non-affiliate holder of one of the last remaining convertible promissory note to issue 567,500 shares of our common stock to the holder notifying us of their election to convert $11,350 of principal due under the promissory note into the shares. The shares were issued on October 10, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On October 5, 2017, a 1-for-100 reverse stock split went effective with FINRA at the open of market. For the next twenty (20) trading days, our stock symbol will be “FRZTD” as a result of the stock split.
About FREEZE TAG, INC. (OTCMKTS:FRZT)
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.
