Current Report Filing (8-k)
18 August 2015 - 2:55AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: July 30, 2015
(Date of Earliest Event Reported)
DATA CALL
TECHNOLOGIES, INC.
(Exact Name Of Registrant
As Specified In Its Charter)
| Nevada |
0-54691 |
30-0062823 |
| (State of
Incorporation) |
(Commission
File Number) |
(I.R.S.
Employer Identification No.) |
| |
|
|
| 700 S. Friendswood Dr.
Suite E,
Friendswood, Texas |
|
77546 |
| (Address of
Principal Executive Offices) |
|
(ZIP Code) |
Registrant's Telephone Number, Including Area Code:
(866) 219-2025
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events
On July 30, 2015, Data Call Technologies, Inc. (the
"Registrant"), executed a Convertible Note Modification Agreement (the "2015
Modification Agreement") with Ammon Wengerd (the "Note Holder") with respect
to a note in the original principal amount of $50,000 issued on July 21,
2009 (the "Note"). At June 30, 2015, the principal and accrued interest on
the Note is approximately $36,600.
The Note was modified on July 21, 2013 pursuant to an
Addendum (the "2013 Addendum") to provide for conversion rights whereby
holder of the Note was granted the right to convert the principal and
accrued interest into shares of the Registrant's common stock (the "Shares")
at a conversion price of $0.0001 per Share (the "Conversion Rights").
Pursuant to the terms of the 2015 Modification Agreement,
a copy of which is attached as Exhibit 10.18 to this Form 8-K Report, the
Registrant and the Note Holder agreed to modify the Note, as follows: (i)
the Conversion Rights provided in the 2013 Addendum have been rescinded in
their entirety and have no further force or effect; (ii) the maturity date
of the Note has been extended to June 30, 2016; and (iii) the Registrant has
the right to prepay the principal and accrued interest, in whole or in part.
Item 9.01 Financial Statements and
Exhibits
(b) The following documents are filed as exhibits to
this current report on Form 8-K or incorporated by reference herein. Any document
incorporated by reference is identified by a parenthetical reference to the SEC filing
that included such document.
Exhibit
No. |
Description |
| 10.18 |
Convertible Note Modification
Agreement dated July 30, 2015, filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
| Data Call Technologies, Inc. |
| By: /s/ Timothy E. Vance |
| |
| Date: August 17, 2015 |
Exhibit 10.18
CONVERTIBLE NOTE MODIFICATION AGREEMENT
This Convertible Note Modification Agreement, dated this 30th day of July
2015 (the "Modification Agreement"), is by and between Data Call Technologies,
Inc., a Nevada corporation with offices located at 700 South Friendswood Drive,
Suite E, Friendwood, TX 77546 (the "Company") and Ammon Wengerd (the "Note
Holder") and is related to a promissory note between the Company and the Note
Holder dated July 21, 2009 in the principal amount of $50,000 (the "Promissory
Note"). The Company and the Note Holder are sometimes referred to individually,
as a "Party" and collectively, as the "Parties."
WHEREAS, the Company and the Note Holder entered into the Promissory Note on
July 21, 2009 in the principal amount of $50,000 (the "Principal") together with
accrued interest at the rate of ten (10%) percent per annum (the "Interest");
and
WHEREAS, the Company and the Note Holder entered into an addendum to the
Promissory Note on July 13, 2013 (the "2013 Addendum"), which effectively
modified the Promissory Note, effective June 1, 2013, to include conversion
rights whereby the Principal together with accrued Interest was convertible into
shares of the Company's common stock (the "Shares") at a price of $0.0001 per
Share (the "Conversion Rights"); and
WHEREAS, the Company and the Note Holder, having determined that it is in the
best interests of the Company, the Note Holder and the stockholders of the
Company, of which the Note Holder is one, to eliminate the Conversion Rights
from the Promissory Note as provided in the 2013 Addendum in their entirety.
NOW, THEREFORE, for good and valuable consideration, the receipt of which is
hereby acknowledged, and in consideration of the promises and the mutual
covenants hereinafter set forth, the Parties hereto hereby agree as follows:
Section 1. Modification of the Promissory Note: The Parties agree that the
Promissory Note, subject to the 2013 Addendum, is hereby modified so that the
Note Conversion Rights, including the Voluntary Conversion and Shares Issuable
provisions included in the 2013 Addendum are rescinded and have no further
force or effect.
Section 2. Maturity Date: The Maturity Date on the Promissory Note is hereby
adjusted to June 30, 2016.
Section 3. Prepayment: The Company has the right to prepay the Principal and
accrued Interest, in whole or in part, without penalty.
Section 4. In all other respects, the Promissory Note shall remain unchanged in
any other respect.
DATA CALL TECHNOLOGIES, INC. AMMON WENGERD (NOTE HOLDER)
/s/: Timothy E. Vance /s/: Ammon Wengerg
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