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

0
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

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 October 16, 2018 (the “Issuance Date”), Spindle, Inc. (the “Company”) closed a convertible promissory note (the “Convertible Note”) with Power Up Lending Group LTD (“Holder”). The principal amount of the Convertible Note is $75,000 and matures on October 9, 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 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 average of the lowest two (2) closing bid prices during the fifteen (15) trading days prior to the date of a conversion notice. Until the Thirtieth (30th) day after the Issuance Date, the Company may pay the principal at a cash redemption premium of 110%, in addition to outstanding interest, without the Holder’s consent; from the Thirty-First (31st) day to the Sixtieth (60th) day after the Issuance Date, the Company may pay the principal at a cash redemption premium of 115%, in addition to outstanding interest, without the Holder’s consent; from the Sixty-First (61st) day after the Issuance Date to the Ninetieth (90th) day, 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 Ninety-First (91st) day after the Issuance Date to the One Hundred Twentieth (120th) day, 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 One Hundred Twenty-First (121st) day after the Issuance Date to the One Hundred Fiftieth (150th) day, the Company may pay the principal at a cash redemption premium of 130%, in addition to outstanding interest, without the Holder’s consent; from the One Hundred Fifty-First (151st) day after the Issuance Date to the One Hundred Eightieth (180th) day, the Company may pay the principal at a cash redemption premium of 135%, in addition to outstanding interest, without the Holder’s consent. After the expiration of one hundred eighty (180) days following the Issuance Date, the Company shall have no right of repayment. 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 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 12, 2018, the Company filed a Certificate of Change to the Company’s Articles of Incorporation with the Nevada Secretary of State increasing the Company’s number of authorized shares from 300,000,000 shares of common stock, par value $0.001 to 600,000,000 shares of common stock, par value $0.001 effective the date of filing.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits.

The following exhibits are filed herewith:

Exhibit No.

Description

3.1

Certificate of Change


SPINDLE, INC. Exhibit

To view the full exhibit click here

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.