SNAP INTERACTIVE, INC. (OTCMKTS:STVID) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On December 19, 2017, Snap Interactive, Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Hershey Strategic Capital, LP (the “Purchaser”), to which the Company issued and sold 200,000 shares of its common stock to the Purchaser for an aggregate purchase price of $1,000,000, or $5.00 per share, without payment of any placement or brokerage fees (the “Private Placement”). The issuance of the shares was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), to Section 4(a)(2) thereof and Rule 506 of Regulation D thereunder as a transaction not involving a public offering. The Company intends to use the net proceeds from the Private Placement for general corporate purposes, including development of the Company’s blockchain product initiatives.
In connection with the execution of the Securities Purchase Agreement, the Company entered into a Professional Services Agreement (the “Advisory Agreement”) with Adam Hershey (the “Advisor”), the Purchaser’s managing member, to which the Advisor agreed to advise the Company on matters related to the Company’s capital markets strategy.
The foregoing description of the Securities Purchase Agreement is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Section 3 – Securities and Trading Markets
|Item 3.02||Unregistered Sale of Equity Securities.|
The information set forth in Item 1.01 related to the Private Placement is hereby incorporated by reference into this Item 3.02.
Section 7 – Regulation FD
|Item 7.01.||Regulation FD Disclosure.|
On December 20, 2017, the Company issued a press release announcing the completion of the Private Placement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
In accordance with General Instruction B.2 of Form 8-K, the information furnished to Item 7.01 (including the information in Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Section 9 – Financial Statements and Exhibits
|Item 9.01.||Financial Statements and Exhibits.|
Snap Interactive, Inc ExhibitEX-10.1 2 f8k121917ex10-1_snapinteract.htm SECURITIES PURCHASE AGREEMENT,…To view the full exhibit click
About SNAP INTERACTIVE, INC. (OTCMKTS:STVID)
Snap Interactive, Inc. operates a portfolio of dating applications. The Company’s dating applications include FirstMet and The Grade. The Company provides an online dating application under the FirstMet brand that is native on Facebook, iPhone operating systems (iOS) and Android platforms, and is also accessible on mobile devices and desktops at FirstMet.com. The FirstMet application is available to users and active subscribers. The Company’s online dating application under The Grade brand is native on iOS and Android. The Grade is a mobile dating application that holds users accountable to a standard of behavior by using an algorithm that assigns letter grades to users ranging from A+ to F, based on profile quality, messaging quality and reviews from other users of the application. Users with a grade of D receive a warning and instructions on how to improve their grade, while users failing to improve an F grade are at risk of expulsion.