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):February 17, 2017
SocialPlay USA, Inc.
(Exact name of small business issuer as specified in its charter)
| Nevada | 46-4412037 |
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
8275 S. Eastern Avenue, Suite 200, Las Vegas, NV 89123 |
| (Address of principal executive offices) |
| (702) 430-2850 |
| (Issuer’s telephone number) |
__________________________________________________ (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))
SECTION 1 – Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
Effective February 17, 2017, we entered into a First Amendment to Convertible Promissory Note (the “Amendment”) with CMGT, Inc. (“CMGT”). Under the Amendment, we modified certain terms of the Convertible Promissory Note issued to CMGT on January 11, 2016 (the “Note”). Under the Amendment, we have modified the conversion feature of the Note so that the conversion price for all amounts owing thereunder is now $0.10 per share of common stock. In addition, the Amendment waives our prior defaults in payment of interest under the Note in the amount of $44,289, and adds such sum to the principal balance of the Note. We are now required to make quarterly interest payments commencing September 30, 2017. All other terms of the original Note remain in full force and effect.
SECTION 9 –Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description |
| 10.1 | First Amendment to Convertible Promissory Note |
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.
SocialPlay USA, Inc.
/s/ Robert Rosner
Robert Rosner, CEO
Dated: February 27, 2017
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