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): December 28, 2016
LIFELOGGER TECHNOLOGIES CORP.
(Exact name of registrant as specified in its charter)
| Nevada | 333-186415 | 45-5523835 | ||
| (State or other jurisdiction of incorporation) | (Commission File No.) | (IRS Employer Identification No.) |
| 11380 Prosperity Farms Road, Suite 221E, Palm Beach Gardens, Florida | 33410 | |
| (Address of principal executive offices) | (Zip Code) |
| (561)-515-6928 |
| Registrant’s telephone number, including area code |
Not Applicable
(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 February 21, 2017, Lifelogger Technologies Corp. (the “Company”) entered into an investment agreement (the “Investment Agreement”) with Stewart Garner, the Company’s Chief Executive Officer and the sole member of its board of directors. Pursuant to the terms of the Investment Agreement, the Company agreed to sell and issue, and Mr. Garner subscribed for and purchased, 1,000 shares of the Company’s Series A Preferred Stock at a purchase price of $0.10 per share, or an aggregate of $100. A description of the Series A Preferred Stock is included in Item 5.03 of this Form 8-K.
The foregoing description of the Investment Agreement is qualified in its entirety by reference to the Investment Agreement, which is filed as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The disclosure included in Item 1.01 above is incorporated herein by reference. The securities issuance discussed in Item 1.01 above was exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on an exemption provided by Section 4(a)(2) of the Securities Act because, among other things, the transaction did not involve a public offering and the purchaser acquired the securities for investment and not resale.
Item 5.03. Amendments to Articles of Incorporation or Bylaws
On December 28, 2016, the Company filed a certificate of designation, preferences and rights of Series A Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Nevada to designate 1,000 shares of its previously authorized preferred stock as Series A Preferred Stock. The Certificate of Designation and its filing was approved by the Company’s board of directors on December 28, 2014 without shareholder approval as provided for in the Company’s articles of incorporation and under Nevada law.
The holders of shares of Series A Preferred Stock are not entitled to dividends or distributions. The holders of shares of Series A Preferred Stock have the following voting rights:
| ● | Each share of Series A Preferred Stock entitles the holder to 50,000 votes on all matters submitted to a vote of the Company’s stockholders. In the event that such votes do not total at least 51% of all votes, then the votes cast by the holders of the Series A Preferred Stock shall be equal to 51% of all votes cast at any meeting of the Company’s stockholders or any issue put to the stockholders for voting. | |
| ● | Except as otherwise provided in the Certificate of Designation, the holders of Series A Preferred Stock, the holders of Company common stock and the holders of shares of any other Company capital stock having general voting rights and shall vote together as one class on all matters submitted to a vote of the Company’s stockholders. | |
| ● | The holders of the Series A Preferred Stock do not have any conversion rights. |
The foregoing description of the Certificate of Designation is qualified in its entirety by reference to the Certificate of Designation, which is filed as Exhibit 3.1 hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibit | |
| 3.1* | Certificate of Designation of Series A Preferred Stock filed on December 28, 2016. | |
| 10.1* | Investment Agreement dated as of February 21, 2017 by and between Lifelogger Technologies Corp. and Stewart Garner. |
* 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.
| LIFELOGGER TECHNOLOGIES CORP. | ||
| Date: February 22, 2017 | By: | /s/ Stewart Garner |
| Name: | Stewart Garner | |
| Title: | Chief Executive Officer | |