Textmunication Holdings Inc. (OTCMKTS:FSTW) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
On May 9, 2019, we entered into an Exchange Agreement (the
Agreement) with our officer and director, Mr. Wais Asefi, to
which we agreed to exchange Mr. Asefis 1,750,000,000 shares of
common stock in our company for 2,000,000 shares of our newly
created Series C Convertible Preferred Stock.
The foregoing description is intended only as a summary of the
material terms of the Agreement and is qualified in its entirety
by reference to the full Agreement, a copy of which is attached
as Exhibit 10.1 to this Form 8-K and is hereby incorporated by
reference herein.
SECTION 3 – SECURITIES AND TRADING MARKETS
Item 3.02 Unregistered Sales of Equity
Securities
The disclosures set forth in Item 1.01 are incorporated by
reference into this Item 3.02.
These securities were issued to Section 4(2) of the Securities
Act and/or Rule 506 promulgated thereunder. The investor
represented his intention to acquire the securities for
investment only and not with a view towards distribution. The
investor was given adequate information about us to make an
informed investment decision. We did not engage in any general
solicitation or advertising. We directed our transfer agent to
issue the stock certificates with the appropriate restrictive
legend affixed to the restricted stock.
Item 3.03 Material Modification of Rights of Security
Holders
On May 9, 2017, to Article III of our Articles of Incorporation,
our Board of Directors voted to designate a class of preferred
stock entitled Series C Convertible Preferred Stock, consisting
of up 2,000,000 shares, par value $0.0001. Under the Certificate
of Designation, holders of Series C Convertible Preferred Stock
will participate on an equal basis per-share with holders of our
common stock, Series A Preferred Stock and Series B Preferred
Stock in any distribution upon winding up, dissolution, or
liquidation. Holders of Series C Convertible Preferred Stock are
entitled to vote together with the holders of our common stock on
all matters submitted to shareholders at a rate of 875 votes for
each share held. Holders of Series C Convertible Preferred Stock
are entitled to convert each share held for 875 shares of common
stock.
The rights of the holders of Series C Convertible Preferred Stock
are defined in the relevant Certificate of Designation filed with
the Nevada Secretary of State on May 9, 2017, attached hereto as
Exhibit 3.1, and is incorporated by reference herein.
SECTION 5 Corporate Governance and Management
Item 5.03 Amendments to Articles of Incorporation or
Bylaws
The disclosures set forth in Item 3.03 are incorporated by
reference into this Item 5.03.
SECTION 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Description | |
| 3.1 | Certificate of Designation | |
| 10.1 | Exchange Agreement, dated May 9, 2017 |
About Textmunication Holdings Inc. (OTCMKTS:FSTW)
Textmunication Holdings, Inc. is engaged in the provision of mobile marketing solutions, rewards and loyalty programs. The Company offers a mobile marketing platform where merchants can send customers the up-to-date offers, discounts, alerts and events schedules, such as happy hours, trivia night and other campaigns. The consumer can also access specials and promotions that merchants choose to distribute through the Company by opting keywords designated to the merchant’s keywords. This enables consumers to take their information wherever they go and learn about the latest buzz, as soon as it is available, providing the consumer with events, deals and messages on their cellphone through short messaging service. The Company offers its services to markets, including quick service restaurants; gyms, health and fitness; entertainment, including casinos, golf courses, bowling centers and comedy clubs, and retail stores, as well as bars, boutiques, dentists, salons and real estate agents. Textmunication Holdings Inc. (OTCMKTS:FSTW) Recent Trading Information
Textmunication Holdings Inc. (OTCMKTS:FSTW) closed its last trading session 00.0000 at 0.0150 with shares trading hands.
