Spindle, Inc. (OTCMKTS:SPDL) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

On January 30, 2018 (the “Issuance Date”), Spindle, Inc. (the “Company”) signed a convertible promissory note (“Convertible Note”) with JSJ Investments, Inc. (“Holder”). The Convertible Note is subordinate to the convertible note owed to Michael Kelly which the Company filed with its Current Report on Form 8-K on February 1, 2018 and amended on February 6, 2018. The principal amount of the Convertible Note is $152,000 and matures on January 30, 2019 (the “Maturity Date”). The Convertible Note bears interest at the rate of ten percent (10%) per annum. Upon an event of default, the interest rate shall increase to eighteen percent (18%) for as long as the event of default is continuing (“Default Interest”). The Convertible Note may be converted, at the Holder’s discretion, into the Company’s common stock at any time after One Hundred Eighty (180) days (the “Prepayment Date”) at a 35% discount to the lowest trading price during the previous twenty (20) trading days to the date of a conversion notice. Until the Ninetieth (90th) day after the Issuance Date, the Company may pay the principal at a cash redemption premium of 120%, in addition to outstanding interest, without the Holder’s consent; from the 91st day to the One Hundred and Twentieth (120th) day after the Issuance Date, the Company may pay the principal at a cash redemption premium of 125%, in addition to outstanding interest, without the Holder’s consent; from the 121st day to the Prepayment Date, the Company may pay the principal at a cash redemption premium of 130%, in addition to outstanding interest, without the Holder’s consent. After the Prepayment Date up to the Maturity Date this Note shall have a cash redemption premium of 135% of the then outstanding principal amount of the Note, plus accrued interest and Default Interest, if any, which may only be paid by the Company upon Holder’s prior written consent. At any time on or after the Maturity Date, the Company may repay the then outstanding principal plus accrued interest and Default Interest, if any, to the Holder.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

SPINDLE, INC. Exhibit
EX-10.1 2 spdl_ex101.htm 10% CONVERTIBLE PROMISSORY NOTE ex-10.1 NEITHER THIS NOTE NOR  THE SECURITIES  THAT MAY BE ISSUED BY THE COMPANY  UPON CONVERSION HEREOF (COLLECTIVELY,…
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About Spindle, Inc. (OTCMKTS:SPDL)

Spindle Inc. (SPDL) provides commerce solutions for payment processing services, point-of-sale systems, and customer marketing to small and medium sized businesses. The Company enables businesses to sell their goods and services, accept payment, and create repeat sales though payment processing and marketing and loyalty programs. It operates as a payment facilitator (PF), which offers instant boarding to its merchants, and the Company has added traditional merchant services to its offering. The Company’s Yowza!! branded point-of-sale (POS) platform supplies business with a full commerce solution, which provides critical business functions, online ordering, inventory management and menu management, online ordering, mobile payment acceptance and Eurocard-MasterCard-Visa (EMV) compliance. It operates a self-service PF platform. As a PF, it provides services to merchants under a process defined by the card associations as Aggregation or Master Merchant.