Friendable, Inc. (OTCMKTS:FDBL) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On March 15, 2017, Friendable, Inc. (the Company) entered into a
Securities Purchase Agreement, (the EMA SPA) with EMA Financial,
LLC (EMA), to issue and sell a 8% Convertible Note in the
principal amount of $96,000 (the EMA Note) with a maturity date
of March 15, 2018 (the EMA Maturity Date). The EMA Note was
funded on March 15, 2017.
Securities Purchase Agreement, (the EMA SPA) with EMA Financial,
LLC (EMA), to issue and sell a 8% Convertible Note in the
principal amount of $96,000 (the EMA Note) with a maturity date
of March 15, 2018 (the EMA Maturity Date). The EMA Note was
funded on March 15, 2017.
On March 16, 2017, the Company entered into a Securities Purchase
Agreement, dated March 13, 2017 (the Coventry SPA) with Coventry
Enterprises, LLC (Coventry), to issue and sell a 8% Convertible
Redeemable Note in the principal amount of $32,000 (the Coventry
Note) with a maturity date of March 13, 2018 (the Coventry
Maturity Date). The Coventry Note was funded on March 16, 2017.
In this Report, the following are referred to respectively, as,
the SPAs, the Notes, and the Maturity Dates: (i) the EMA SPA and
Coventry SPA; (ii) the EMA Note and Coventry Note; and (iii) the
EMA Maturity Date and the Coventry Maturity Date.
Agreement, dated March 13, 2017 (the Coventry SPA) with Coventry
Enterprises, LLC (Coventry), to issue and sell a 8% Convertible
Redeemable Note in the principal amount of $32,000 (the Coventry
Note) with a maturity date of March 13, 2018 (the Coventry
Maturity Date). The Coventry Note was funded on March 16, 2017.
In this Report, the following are referred to respectively, as,
the SPAs, the Notes, and the Maturity Dates: (i) the EMA SPA and
Coventry SPA; (ii) the EMA Note and Coventry Note; and (iii) the
EMA Maturity Date and the Coventry Maturity Date.
Interest accrues daily on the outstanding principal amount of
each of the Notes at a rate per annum equal to 8% on the basis of
a 365-day year. The principal amount of the Notes and interest
are payable on the Maturity Dates. The Notes are convertible into
common stock, subject to Rule 144, at any time after the issue
date: (A) for the EMA Note, at the lower of (i) the closing sale
price of the common stock on the on the trading day immediately
preceding the closing date, and (ii) 50% of the lowest sale price
for the common stock during the twenty-five (25) consecutive
trading days immediately preceding the conversion date; and (B)
for the Coventry Note at 50% of the lowest sale price for the
common stock during the twenty (20) consecutive trading days
immediately preceding the conversion date. If the shares due to
EMA are not delivered to EMA within three business days of the
Companys receipt of the conversion notice, the Company will pay
EMA a penalty of $1,000 per day for each day that the Company
fails to deliver such common stock through willful acts designed
to hinder the delivery of common stock to EMA. EMA does not have
the right to convert the note, to the extent that it would
beneficially own in excess of 4.9% of our outstanding common
stock (the ownership limitation of Coventry is 9.9%). The Company
shall have the right, exercisable on not less than five (5)
trading days prior written notice to EMA, to prepay the
outstanding balance on the EMA Note for (i) 135% of all unpaid
principal and interest if paid within 90 days of the issue date
and (ii) 150% of all unpaid principal and interest starting on
the 91st day following the issue date. The Coventry Note cannot
be prepaid. In the event of default, the amount of principal and
interest not paid when due bear default interest at the rate of
24% per annum and the Notes becomes immediately due and payable.
In connection with the Notes, the Company paid EMA $6,500 and
paid Coventry $2,000 for each of their legal fees and expenses.
each of the Notes at a rate per annum equal to 8% on the basis of
a 365-day year. The principal amount of the Notes and interest
are payable on the Maturity Dates. The Notes are convertible into
common stock, subject to Rule 144, at any time after the issue
date: (A) for the EMA Note, at the lower of (i) the closing sale
price of the common stock on the on the trading day immediately
preceding the closing date, and (ii) 50% of the lowest sale price
for the common stock during the twenty-five (25) consecutive
trading days immediately preceding the conversion date; and (B)
for the Coventry Note at 50% of the lowest sale price for the
common stock during the twenty (20) consecutive trading days
immediately preceding the conversion date. If the shares due to
EMA are not delivered to EMA within three business days of the
Companys receipt of the conversion notice, the Company will pay
EMA a penalty of $1,000 per day for each day that the Company
fails to deliver such common stock through willful acts designed
to hinder the delivery of common stock to EMA. EMA does not have
the right to convert the note, to the extent that it would
beneficially own in excess of 4.9% of our outstanding common
stock (the ownership limitation of Coventry is 9.9%). The Company
shall have the right, exercisable on not less than five (5)
trading days prior written notice to EMA, to prepay the
outstanding balance on the EMA Note for (i) 135% of all unpaid
principal and interest if paid within 90 days of the issue date
and (ii) 150% of all unpaid principal and interest starting on
the 91st day following the issue date. The Coventry Note cannot
be prepaid. In the event of default, the amount of principal and
interest not paid when due bear default interest at the rate of
24% per annum and the Notes becomes immediately due and payable.
In connection with the Notes, the Company paid EMA $6,500 and
paid Coventry $2,000 for each of their legal fees and expenses.
The Notes are long-term debt obligations that are material to the
Company. The Notes also contains certain representations,
warranties, covenants and events of default including if the
Company is delinquent in its periodic report filings with the
SEC, and increases in the amount of the principal and interest
rates under the Notes in the event of such defaults. In the event
of default, at the option of the lenders and at their sole
discretion, the lenders may consider the Notes immediately due
and payable.
Company. The Notes also contains certain representations,
warranties, covenants and events of default including if the
Company is delinquent in its periodic report filings with the
SEC, and increases in the amount of the principal and interest
rates under the Notes in the event of such defaults. In the event
of default, at the option of the lenders and at their sole
discretion, the lenders may consider the Notes immediately due
and payable.
The foregoing description of the terms of the SPAs and Notes, do
not purport to be complete and is qualified in its entirety by
the complete text of the documents attached as, respectively,
Exhibits 4.1, 4.2, 10.1, and 10.2 to this Current Report on Form
8-K.
not purport to be complete and is qualified in its entirety by
the complete text of the documents attached as, respectively,
Exhibits 4.1, 4.2, 10.1, and 10.2 to this Current Report on Form
8-K.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant
Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information set forth in Item 1.01 of this Current Report on
Form 8-K is incorporated by reference into this Item 2.03.
Form 8-K is incorporated by reference into this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities
The information set forth in Item 1.01 of this Current Report on
Form 8-K is incorporated by reference into this Item 3.02.
Form 8-K is incorporated by reference into this Item 3.02.
The issuance of the securities whose information is set forth
in Item 1.01 of this Current Report on Form 8-K were not
registered under the Securities Act of 1933, as amended (the
Securities Act), but qualified for exemption under Section
4(a)(2) of the Securities Act. The securities were exempt from
registration under Section 4(a)(2) of the Securities Act
because the issuance of such securities by the Company did not
involve a public offering, as defined in Section 4(a)(2) of the
Securities Act, due to the insubstantial number of persons
involved in the transaction, size of the offering, manner of
the offering and number of securities offered. The Company did
not undertake an offering in which it sold a high number of
securities to a high number of investors. In addition, these
investors had the necessary investment intent as required by
Section 4(a)(2) of the Securities Act since they agreed to, and
will receive, share certificates bearing a legend stating that
such securities are restricted to Rule 144 of the Securities
Act. This restriction ensures that these securities would not
be immediately redistributed into the market and therefore not
be part of a public offering. Based on an analysis of the above
factors, we have met the requirements to qualify for exemption
under Section 4(a)(2) of the Securities Act.
in Item 1.01 of this Current Report on Form 8-K were not
registered under the Securities Act of 1933, as amended (the
Securities Act), but qualified for exemption under Section
4(a)(2) of the Securities Act. The securities were exempt from
registration under Section 4(a)(2) of the Securities Act
because the issuance of such securities by the Company did not
involve a public offering, as defined in Section 4(a)(2) of the
Securities Act, due to the insubstantial number of persons
involved in the transaction, size of the offering, manner of
the offering and number of securities offered. The Company did
not undertake an offering in which it sold a high number of
securities to a high number of investors. In addition, these
investors had the necessary investment intent as required by
Section 4(a)(2) of the Securities Act since they agreed to, and
will receive, share certificates bearing a legend stating that
such securities are restricted to Rule 144 of the Securities
Act. This restriction ensures that these securities would not
be immediately redistributed into the market and therefore not
be part of a public offering. Based on an analysis of the above
factors, we have met the requirements to qualify for exemption
under Section 4(a)(2) of the Securities Act.
Item9.01 Financial Statements and Exhibits.
|
Exhibit Number
|
Exhibit
|
|
4.1
|
8% Convertible Note dated March 15, 2017 issued by the
Company to EMA Financial, LLC |
|
4.2
|
8% Convertible Redeemable Note dated March 13, 2017
issued by the Company to Coventry Enterprises, LLC |
|
10.1
|
Securities Purchase Agreement dated March 15, 2017 by
and between the Company and EMA Financial, LLC |
|
10.2
|
Securities Purchase Agreement dated March 13, 2017 by
and between the Company and Coventry Enterprises, LLC |
About Friendable, Inc. (OTCMKTS:FDBL)
Friendable, Inc., formerly iHookup Social, Inc., is engaged in the development and dissemination of a proximity-based mobile social media application that facilitates connections between people, utilizing global positioning system (GPS) and localized recommendations. The Company offers Friendable, which is a location specific social platform, as well as a discovery application that facilitates communication between two or more users on a one to one meeting or group style event-based meet ups for concerts, sporting events, coffee, movies and night out, among others. Friendable bridges its mobile community of users with the meeting of new friends, building relationships and connecting them with local venues or events tied to their interests. Its application is available on the Apple iOS platform and in iTunes stores, where Friendable offers a free version and a paid version of the application. Its application is also available on the Android platform and in the Google Play Store. Friendable, Inc. (OTCMKTS:FDBL) Recent Trading Information
Friendable, Inc. (OTCMKTS:FDBL) closed its last trading session up +0.00020 at 0.00130 with shares trading hands.
