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):November 15, 2019
Frélii, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | | 333-107179 & 000-51210 | | 980380519 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
2701 North Thanksgiving Way Suite 100, Lehi, UT 84043
(Address of Principal Executive Offices)
(833) 437-3544
Registrant’s telephone number, including area code
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:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| None | | N/A | | N/A |
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. [ ]
| Item 1.01 | Entry into a Material Definitive Agreement. |
Securities Purchase Agreement
Frelii, Inc., a Nevada corporation (the “Company”), entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) whereby three investors (the “Investors”) purchased from the Company, for a purchase price of $51,333.33 each (the “Purchase Price”) Convertible Redeemable Promissory Notes, in the principal amount of $56,466.66 each (the “Notes”). The aggregate purchase price of the Notes was $154,000 and the aggregate principal amount of the Notes is $169,400. The Purchase Price was funded on November 15, 2019.
The Securities Purchase Agreement contains such representations, warranties and covenants as are typical for a transaction of this nature.
Convertible Redeemable Promissory Notes
Each of the Notes is due and payable on November 11, 2020 (the “Maturity Date”) and entitles the holder to 10% interest per annum (the “Interest Rate”). The Notes may be converted into shares of the Company’s common stock at 35% discount to the lowest closing bid price of the Common Stock, for the 20 trading days immediately prior to the delivery of a notice of conversion; provided, however, such conversion shall not be effected to the extent that the Investor together with any of its affiliates would beneficially own in excess of 4.99%. The Company may redeem the Notes prior to May 13, 2020, as follows: (i) if the redemption occurs within the first 60 days then an amount equal to 125% of the outstanding principal amount of each Note plus any accrued interest and any default interest, (ii) if the redemption occurs after the 61st day but on or before the 180th day following the issuance of the Notes, then an amount equal to 135% of the outstanding principal amount of each Note plus any accrued interest and any default interest.
In the event of a default, without demand, presentment or notice, the Notes shall become immediately due and payable.
The foregoing provides only a brief description of the material terms of the Securities Purchase Agreement and the Notes, and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such descriptions are qualified in their entirety by reference to the full text of the forms of Securities Purchase Agreement and the Notes, respectively, filed as exhibits to this Current Report on Form 8-K, and are incorporated herein by reference.
| Item 2.03 | Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosure provided under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. The issuance of the securities set forth herein (the “Securities”) was made in reliance on the exemption provided by Section 4(a)(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company’s reliance upon Section 4(a)(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the Securities was an isolated private transaction by us which did not involve a public offering; (b) there were a small number of recipients; (c) there were no subsequent or contemporaneous public offerings of the Securities by the Company; (d) the Securities were not broken down into smaller denominations; (e) the negotiations for the issuance of the Securities took place directly between the individuals and the Company; and (f) each recipient of the Securities is an accredited investor.
| Item 9.01. | Financial Statements and Exhibits. |
* 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.
| | Frélii, Inc. |
| | |
| Date: November 21, 2019 | By: | /s/ Ian Jenkins |
| | Name: | Ian Jenkins |
| | Title: | Chief Executive Officer |
