Current Report Filing (8-k)
02 October 2017 - 11:01PM
Edgar (US Regulatory)
UNITED
STATES
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 (Date of earliest event reported): September 26, 2017
Textmunication
Holdings Inc.
(Exact
name of registrant as specified in its charter)
Nevada
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000-21202
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58-1588291
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification No.)
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1940
Contra Costa Blvd.
Pleasant
Hill, CA
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94523
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
925-777-2111
(Former
name or former address, if changed since last report)
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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
SECTION
1 - Registrant’s Business and Operations
Item
1.01 Entry into a Material Definitive Agreement.
On
September 26, 2017, Textmunication Holdings, Inc., a Nevada Corporation (the “Company”) entered into a Settlement
Agreement and Stipulation (the “Settlement Agreement”) with Livingston Asset Management LLC, a Florida limited liability
company (“LAM”), pursuant to which the Company agreed to issue common stock to LAM in exchange for the settlement
of $414,507.08 (the “Settlement Amount”) of past-due obligations and accounts payable of the Company. LAM purchased
the obligations and accounts payable from certain vendors of the Company as described below.
On
September 26, 2017, the Circuit Court of Baltimore County, Maryland (the “Court”), entered an order (the “LAM
Order”) approving, among other things, the fairness of the terms and conditions of an exchange pursuant to Section 3(a)(10)
of the Securities Act of 1933, as amended (the “Securities Act”), in accordance with a stipulation of settlement,
pursuant to the Settlement Agreement between the Company and LAM, in the matter entitled
Livingston Asset Management LLC v.
Textmunication Holdings, Inc
. (the “LAM Action”). LAM commenced the LAM Action against the Company to recover
an aggregate of $414,507.08 of past-due obligations and accounts payable of the Company (the “LAM Claim”), which LAM
had purchased from certain vendors of the Company pursuant to the terms of separate receivable purchase agreements between LAM
and each of such vendors (the “LAM Assigned Accounts”). The LAM Assigned Accounts relate to certain contractual obligations
and legal services provided to the Company. The LAM Order provides for the full and final settlement of the LAM Claim and the
LAM Action. The Settlement Agreement became effective and binding upon the Company and LAM upon execution of the LAM Order by
the Court on September 26, 2017.
Pursuant
to the terms of the Settlement Agreement approved by the LAM Order, on September 26, 2017, the Company agreed to issue to LAM
shares (the “LAM Settlement Shares”) of the Company’s common stock, $0.0001 par value (the “Common Stock”).
The Settlement Agreement provides that the LAM Settlement Shares will be issued in one or more tranches, as necessary, sufficient
to satisfy the LAM Settlement Amount through the issuance of freely trading securities issued pursuant to Section 3(a)(10) of
the Securities Act. Pursuant to the Settlement Agreement, LAM may deliver a request to the Company for shares of common stock
to be issued to LAM (the “LAM Share Request”). The parties reasonably estimate that the fair market value of the LAM
Settlement Shares to be received by LAM is equal to approximately $690,845.00. Additional tranche requests shall be made as requested
by LAM until the LAM Settlement Amount is paid in full.
The
Settlement Agreement provides that in no event shall the number of shares of Common Stock issued to LAM or its designee in connection
with the Settlement Agreement, when aggregated with all other shares of Common Stock then beneficially owned by LAM and its affiliates
(as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and the rules and regulations thereunder), result in the beneficial ownership by LAM and its affiliates (as calculated pursuant
to Section 13(d) of the Exchange Act and the rules and regulations thereunder) at any time of more than 9.99% of the Common Stock.
The
Company has reserved a minimum of 650,000,000 shares of Common Stock to provide for issuances upon full satisfaction of the Settlement
Amount.
The
description of the Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the Settlement
Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
SECTION
3 – Securities and Trading Markets
Item
3.02 Unregistered Sales of Equity Securities.
Reference
is made to the disclosures set forth under Item 1.01 of this Current Report, with disclosures incorporated herein by reference.
The
issuances of Common Stock pursuant to the terms of the Settlement Agreement, approved by the LAM Order, are exempt from the registration
requirements of the Securities Act pursuant to Section 3(a)(10) thereof, as an issuance of securities in exchange for bona fide
outstanding claims, where the terms and conditions of such issuances are approved by a court after a hearing upon the fairness
of such terms and conditions at which all persons to whom it is proposed to issue securities in such exchange shall have the right
to appear.
SECTION
9 – Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits
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(a)
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Financial
Statements
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Not
applicable
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(b)
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Pro
Forma Financial Information
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Not
applicable
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(c)
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Exhibits
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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.
Textmunication
Holdings.
/s/
Wais Asefi
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Wais
Asefi
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Chief
Executive Officer
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Date:
October 2, 2017
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