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

On March 1, 2018, we received a notice from Accredited Investor #2, who is a shareholder of our Series B Preferred Stock, evidencing the holder’s desire to convert 50,400 shares of Series B Preferred Stock into shares of our Common Stock, to be effected as soon as we received the confirming request from the holder’s brokerage firm. Each share of Series B Preferred Stock is convertible into 50 shares of Common Stock, and the 2,520,000 shares of Common Stock were issued to the Accredited Investor on March 15, 2018 via electronic transfer after receiving the necessary electronic request from the broker that day. Based on the representations of the holder in the Securities Exchange and Series A Preferred Stock Purchase Agreement dated July 25, 2017 and in 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. The issuance of these shares, when combined with the issuance detailed below, totaled more than 5% of our outstanding common stock since our last periodic report, which necessitated the filing of this Current Report.

On November 22, 2017, we received a notice from Accredited Investor #2, who is a shareholder of our Series B Preferred Stock, evidencing the holder’s desire to convert 66,000 shares of Series B Preferred Stock into shares of our Common Stock, to be effected as soon as we received the confirming request from the holder’s brokerage firm. Each share of Series B Preferred Stock is convertible into 50 shares of Common Stock, and the 3,300,000 shares of Common Stock were issued to the Accredited Investor on November 30, 2017 via electronic transfer after receiving the necessary electronic request from the broker that day. The total shares converted were less than 5% of the common stock outstanding at the time of the conversion. Based on the representations of the holder in the Securities Exchange and Series A Preferred Stock Purchase Agreement dated July 25, 2017 and in 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.

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.

FREEZE TAG, INC. (OTCMKTS:FRZT) Recent Trading Information

FREEZE TAG, INC. (OTCMKTS:FRZT) closed its last trading session down -0.0005 at 0.0310 with shares trading hands.