| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| WASHINGTON, DC 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): January 23, 2017 |
SPENDSMART NETWORKS, INC. |
| (Exact Name of Registrant as Specified in Its Charter) |
| Delaware | 000-27145 | 33-0756798 | ||
| (State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (IRS Employer Identification No.) |
805 Aerovista Place, Suite 205 San Luis Obispo, CA | 93401 | |
(Address of Principal Executive Offices) | (Zip Code) |
| Registrant’s Telephone Number, Including Area Code: (866) 497-6081 |
N/A |
| (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 (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 1.01 | Entry into a Material Definitive Agreement |
On January 23, 2017, the Company issued a Convertible Promissory Note to Isaac Blech, a member of the Company’s board of directors, in the sum of $100,000. The Convertible Promissory Notes bear interest at the rate of 9%, has a six month maturity date, and a voluntary conversion into an upcoming financing in the event the Company closes a financing and receives gross proceeds totaling at least $200,000. The foregoing summary of the terms of the note is subject to, and qualified in its entirety by, the note attached hereto as Exhibit 4.1 and incorporated by reference herein.
| 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 Convertible Promissory Notes.
| Item 3.02 | Unregistered Sale of Equity Securities |
As stated in Item 1.01 above, which information is hereby incorporated herein by this reference, effective January 23, 2017, the Company sold the note to the persons identified therein. The Company received proceeds of $100,000 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 or other securities potentially 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 notes for working capital and general corporate purposes.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Officers; Appointment of Certain Officers, Compensatory Arrangements of Certain Officers |
Effective February 10, 2017, Alex Minicucci will resign as Chief Strategy Officer and no longer be employed by the Company.
| Item 9.01 | Financial Statements and Exhibits |
(d)
Exhibits
Exhibit No. | Description | |
4.1 | Convertible Promissory Note |
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.
SPENDSMART NETWORKS, INC. | ||||||||
| /s/ Luke Wallace | ||||||||
| Dated: January 23, 2017 | By: | Luke Wallce | ||||||
| Chief Executive Officer | ||||||||