Max Sound Corporation (OTCMKTS:MAXD) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
On June 27, 2017, Max Sound Corporation (the Company) entered
into a series of transactions (the Funding Transactions) in order
to increase their liquidity. In connection with the Funding
Transactions, the Company issued Bellridge Capital (Bellridge) an
8% convertible note in the principal amount of $171, 250 due on
June 27, 2018. The note is convertible into common stock at 65%
of the lowest trading price for the Companys common stock during
the ten trading days immediately preceding the date of
conversion. The note is pre-payable by the Company, as provided
therein. Bellridge paid an aggregate of $157,550 to Power Up
Lending LLC and Eagle Equities LLC and the note contains an 8%
original issue discount bringing the total to a $171,250
principal amount. The Companys obligations to Power Up Lending
LLC and Eagle Equities LLC are now owed to Bellridge.
In addition, to a Securities Purchase Agreement dated June 27,
2017, the Company issued Bellridge an 8% promissory note due June
27, 2018 in the principal amount of $268,000. The note is
convertible into common stock at 65% of the lowest trading price
for the Companys common stock during the ten trading days prior
to the date of conversion. The note is prepayable by the Company
as provided therein. The note contains an 8% original issue
discount. to the SPA, the proceeds of the loan are to be used by
the Company to pay off its obligation to GS Capital and
Crownbridge LLC.
The forgoing description on the SPA and the Notes does not
constitute a complete summary of the Funding Transactions and
reference should be made to the SPA and the Notes which are filed
as exhibits 10.1, 10.2 and 10.3 to this Form 8-K and are
incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an
obligation under an Off-Balance Sheet Arrangement of a
Registrant.
Reference is made to the disclosure set forth under Item 1.01 of
this Current Report on Form 8-K, which disclosure is incorporated
herein by reference.
Item 7.01 Regulation FD Disclosure
On June 28, 2017 Max Sound Corporation issued a press release
announcing a two million dollar funding commitment (the Funding
Commitment) by and between the Company and Bellridge Capital,
LLC(the Lender).A copy of the press release is filed as an
Exhibit hereto and is incorporated herein by reference.
The information in this Item 7.01 disclosure, including Exhibit
99.1, is being furnished and shall not be deemed filed for
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the Exchange Act), or otherwise subject to the
liabilities under that Section. In addition, the information in
this Item 7.01 disclosure, including Exhibit 99.1, shall not be
incorporated by reference into the filings of the Registrant
under the Securities Act of 1933, as amended, or the Exchange
Act, except as shall be expressly set forth by specific reference
in such filing.
| Item 9.01 | Exhibits |
| NUMBER | EXHIBIT |
|
10.1 |
Securities Purchase Agreement dated June 27, 2017 by and between the Company and Bellridge Capital, Inc. |
| 10.2 |
8% convertible promissory note in the principal amount of $171,250 dated June 27, 2017. |
| 10.3 |
8% convertible promissory note in the principal amount of 268,000 dated June 27, 2017. |
| 99.1 |
Press Release with titled, MAXD Secures $2 Million Funding Dated June 28, 2017 |
Max Sound Corp ExhibitEX-10 2 exhibit1.htm SECURIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT This securities purchase agreement (the “Agreement”),…To view the full exhibit click here About Max Sound Corporation (OTCMKTS:MAXD)
Max Sound Corporation is engaged primarily in developing and launching audio technology software. The Company is engaged in activities to sell and license products and services based on its MAX-D HD Audio Technology (MAX-D) for sound recording and playback. The Company owns rights to all fields of use to MAX-D. The Company is marketing MAX-D on the basis that it is to audio what high definition (HD) is to video. It focuses on licensing the technology to content creators, manufacturers and network broadcasters. Its market pursuits include motion picture, music recording, video game, broadcasting, Internet video and audio, automobile infotainment systems and consumer electronics. MAX-D is used in venues and applications that provide audio capability, including mobile (communication), entertainment (music, movies, audiobooks, streaming content and live events), multi-media (computing and gaming) and consumer (home theater, portable audio players, live concert sound and automotive).