SPENDSMART NETWORKS, INC. (OTCMKTS:SSPC) Files An 8-K Entry into a Material Definitive Agreement

SPENDSMART NETWORKS, INC. (OTCMKTS:SSPC) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01

Entry into a Material Definitive Agreement
On January 23, 2017, the Company issued a Convertible Promissory
Note to Isaac Blech, a member of the Companys board of directors,
in the sum of $100,000. The Convertible Promissory Notes bear
interest at the rate of 9%, has a six month maturity date, and a
voluntary conversion into an upcoming financing in the event the
Company closes a financing and receives gross proceeds totaling
at least $200,000. The foregoing summary of the terms of the note
is subject to, and qualified in its entirety by, the note
attached hereto as Exhibit 4.1 and incorporated by reference
Item 2.03
Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Reference is made to the discussion in Item 1.01 above with
respect to the obligation of the Company to the Convertible
Promissory Notes.
Item 3.02
Unregistered Sale of Equity Securities
As stated in Item 1.01 above, which information is hereby
incorporated herein by this reference, effective January 23,
2017, the Company sold the note to the persons identified
therein. The Company received proceeds of $100,000 under the
note. The note was not registered under the Securities Act of
1933, as amended (the Act), in reliance upon the exemption from
registration contained in Section 4(2) of the Act. The note and
the shares or other securities potentially issuable upon the
conversion of the note may not be reoffered or sold in the United
States by the holder in the absence of an effective registration
statement or exemption from the registration requirements of the
The Company intends to use the proceeds from the notes for
working capital and general corporate purposes.
Item 5.02
Departure of Directors or Certain Officers; Election of
Officers; Appointment of Certain Officers, Compensatory
Arrangements of Certain Officers
Effective February 10, 2017, Alex Minicucci will resign as Chief
Strategy Officer and no longer be employed by the Company.
Item 9.01
Financial Statements and Exhibits
Exhibit No.
Convertible Promissory Note


SpendSmart Networks, Inc. (SpendSmart) is a full-service mobile and loyalty marketing agency that offers a means for small and large business owners to connect with their consumers and generate sales. The Company provides loyalty systems, and digital engagement and marketing services through its Mobile and Loyalty Marketing programs and Website building software. Its business involves over two licenses, which include, among other things, a software as a service (SaaS) system, marketing and sales training materials, and mobile-responsive Website building software. It operates under the name SMS Masterminds. It provides training materials, best practice guides and other resources to its licensees. The licensees also utilize loyalty kiosks provided to their merchants. The loyalty kiosks are tablet devices set up in physical retail locations where consumers can enter their mobile phone number to opt-in to receive notifications from the merchant.


SPENDSMART NETWORKS, INC. (OTCMKTS:SSPC) closed its last trading session 00.0000 at 0.0210 with 42,375 shares trading hands.

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