Friendable, Inc. (OTCMKTS:FDBL) Files An 8-K Entry into a Material Definitive Agreement
Item 9.01 Entry into a Material Definitive Agreement.
On December 14, 2018, Friendable, Inc. and Fan Pass Inc, (together, the “Company”) issued a 12% Convertible Loan or Promissory Note (the “Note”) in the principal amount of $100,000 with a maturity date of December 14, 2019 (the “Maturity Date”) to Robert G. Bishop Revocable Trust (“Bishop”). The Note was funded on December 14, 2018.
Interest accrues daily on the outstanding principal amount of the Note at a rate per annum equal to 12% on the basis of a 365-day year. The principal amount of the Note and interest are payable on the Maturity Date. The Note is convertible into common stock, subject to Rule 144, at any time after the issue date: (A) for 100,000 shares of common stock (1.63% equity ownership) of Friendable, Inc., post reverse split and debt restructure, and (B) for 2,000,000 shares of common stock (18.2% equity ownership) of Fan Pass, Inc. In the event of default, the amount of principal and interest on the Note becomes immediately due and payable. Officers Robert Rositano Jr. and Dean Rositano personally guaranteed all the obligations of the Company to the Note holder.
The foregoing description of the terms of the Note, does not purport to be complete and is qualified in its entirety by the complete text of the document attached as Exhibit 4.1 to this Current Report on Form 8-K.
Item 9.01 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information set forth in Item 9.01 of this Current Report on Form 8-K is incorporated by reference into this Item 9.01.
Item 9.01 Unregistered Sales of Equity Securities
The information set forth in Item 9.01 of this Current Report on Form 8-K is incorporated by reference into this Item 9.01.
The issuance of the securities whose information is set forth in Item 9.01 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.
Item 9.01 Financial Statements and Exhibits.
Friendable, Inc. Exhibit
EX-4.1 2 exhibit_4-1.htm 12% CONVERTIBLE LOAN OR PROMISSORY NOTE DATED DECEMBER 14,…
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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.