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.

On June 15, 2017, we issued 47,469,699 shares of our common stock
to a non-affiliate holder of one of our outstanding convertible
promissory notes to a notice of conversion submitted to us on
June 13, 2017, from the holder notifying us of their election to
convert $2,440.00 of principal and interest due under the
promissory note into the shares. 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 8.01. Other Events.

On June 20, 2017, Freeze Tag, Inc. (the Company) issued a press
release, updating the public on the Companys latest game,
Garfield GO.

A copy of the press release issued in connection with the
announcement is filed as Exhibit 99.1 to this Current Report on
Form 8-K.

This Form 8-K contains certain “forward-looking
statements.” Forward-looking statements are based on current
expectations and assumptions and are inherently subject to risks
and uncertainties, some of which cannot be predicted or
quantified, and many of which are beyond the Company’s control.
The forward-looking statements are also identified through the
use of words “believe, “enable,” “may,” “will,” “could,”
“intends,” “estimate,” “anticipate,” “plan,” “predict,”
“probable,” “potential,” “possible,” “should,”
“continue,” and other words of similar meaning. Actual results
could differ materially from these forward-looking statements as
a result of a number of risk factors detailed in the Company’s
periodic reports filed with the U.S. Securities and Exchange
Commission via the Edgar system. Given these risks and
uncertainties, investors are cautioned not to place undue
reliance on such forward-looking statements and no assurances can
be given that such statements will be achieved.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number



Press Release of Freeze Tag, Inc., Issued June 20, 2017.

Freeze Tag, Inc. Exhibit
EX-99.1 2 frzt_ex991.htm PRESS RELEASE frzt_ex991.htmEXHIBIT 99.1   Freeze Tag Celebrates Garfield’s Birthday With Rave Reviews Limited Edition Content for Garfield GO Available Now!   TUSTIN,…
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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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