Current Report Filing (8-k)
15 August 2017 - 6:54AM
Edgar (US Regulatory)
UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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WASHINGTON, DC 20549
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FORM 8-K
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CURRENT REPORT PURSUANT
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TO SECTION 13 OR 15(D) OF THE
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SECURITIES EXCHANGE ACT OF 1934
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Date of
report (Date of earliest event reported): August 10,
2017
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SPENDSMART NETWORKS, INC.
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(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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000-27145
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33-0756798
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(State
or Other Jurisdiction of Incorporation or
Organization)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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805
Aerovista Place, Suite 205
San Luis Obispo,
CA
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93401
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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: (866) 497-6081
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N/A
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(Former Name or
Former Address, if Changed Since Last Report)
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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):
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 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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Item 1.01
Entry into a Material Definitive Agreement
On August 10,
2017, the Company issued a Convertible Promissory Note to the
Daniel Jonathan Blech Trust DTD 9/01/2005 in the amount of
$130,000. Mr. Blech, a member of the Company’s board of
directors, is the trustee. The Convertible Promissory Note bears
interest at the rate of 9% has maturity date of October 1, 2017,
and a voluntary conversion into an upcoming financing in the event
the Company closes the financing and receives gross proceeds
totaling at least $200,000. The conversion rate will be at the same
terms of the financing.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
Reference
is made to the discussion in Item 1.01 above with respect to the
obligation of the Company pursuant to the Note.
Item 3.02
Unregistered Sales of Equity Securities
As
stated in Item 1.01 above, which information is hereby incorporated
herein by this reference, effective as of July 11, 2017, the
Company sold the Note to the Daniel Jonathan Blech Trust DTD
9/01/2005. The Company received proceeds of $130,000 under the
Note.
The
Note was not registered under the Securities Act of 1933, as
amended (the “Act”), in reliance upon the exemption
from registration contained in Section 4(2) of the Act. The Note
and the shares of Common Stock issuable upon the conversion of the
Note may not be reoffered or sold in the United States by the
holder in the absence of an effective registration statement or
exemption from the registration requirements of the
Act.
The
Company intends to use the proceeds from the sale of the Note for
working capital and general corporate purposes.
SIGNATURE
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, thereunto duly
authorized.
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SPENDSMART NETWORKS, INC.
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/s/
Luke Wallace
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Dated:
August 14, 2017
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By:
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Luke
Wallce
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Chief
Executive Officer
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