GENERATION NEXT FRANCHISE BRANDS, INC. (OTCMKTS:VEND) Files An 8-K Unregistered Sales of Equity Securities

GENERATION NEXT FRANCHISE BRANDS, INC. (OTCMKTS:VEND) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02. Unregistered Sales of Equity Securities.

On September 11, 2017, Generation Next Franchise Brands, Inc. (the “Company”), in continuation of the offering reported in the Periodic Report on Form 10-Q filed with the Securities Exchange Commission on May 22, 2017, sold additional securities under separate subscription agreements (each, a “Purchase Agreement”) by and between the Company and the investors (each a “Purchaser” and collectively, the “Purchasers”). to the Purchase Agreement, the Company issued and sold to the Purchasers 8,487,400 shares of the Company’s common stock (the “Common Stock”) for an aggregate purchase price of $4,243,700 (the “Private Placement”). No placement agent or broker dealer was used or participated in any offering or sale of the Common Stock. The proceeds of the Private Placement will be used to pay the Company’s manufacturer and for other general corporate purposes.

to the Private Placement, the Company sold the Common Stock to “accredited investors,” as that term is defined in the Securities Act of 1933, as amended (the “Securities Act”), and in reliance on the exemption from registration afforded by Section4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act. Each of the Purchasers represented that it was acquiring the Common Stock for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. Accordingly, the Common Stock has not been registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

The information contained in this Current Report on Form 8-K is not an offer to sell or the solicitation of an offer to buy any securities of the Company.


Generation NEXT Franchise Brands, Inc. formerly Fresh Healthy Vending International, Inc., is a franchise development company and operator of Company-owned vending machines, micro markets and frozen yogurt robots. The Company provides a portfolio of fresh, organic and all-natural snacks and drinks. The micro market provides fresh full meal options, such as salads, sandwiches and wraps. The micro market is designed for implementation in corporate environments, hotel lobbies, auto dealerships and other retail environments. The Company is focused on setting up national distribution partners to carry the consumable products required for the frozen yogurt robots. It outsources non-core functions to third-party vendors. Its services include machine manufacturing, transport, location set-up, maintenance, inventory, food management and ordering, payment processing and cash management. As of June 30, 2016, the Company and its franchisees operated over 3,000 vending machines and micro markets.

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