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): March 1, 2015
STRAINWISE, INC.
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(Name of Small Business Issuer in its charter)
Utah 000-54231 27-4336843
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(State of incorporation) (Commission File No.) (IRS Employer
Identification No.)
1350 Independence St., Suite 300
Lakewood, CO 80215
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(Address of principal executive offices)
Registrant's telephone number, including area code: (303) 736-2442
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(Former name or former address if changed since last report)
Check 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-14(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On January 30, 2015, three unrelated third parties collectively loaned the
Company $550,000. The loans bear interest at 25% per year, are unsecured, and
are due and payable on January 31, 2017. Interest-only payments are due each
month, with the first interest payment due on February 15, 2015. At the option
of the lenders, the loans can be converted into shares of the Company's common
stock at the rate of $1.00 per share.
On March 1, 2015 two of the third parties loaned the Company an additional
$500,000. The terms of the new loans are the same as the loans made on January
30, 2015.
Any of the following are an event of default which would cause all amounts
due the lenders to become immediately due and payable:
o the Company fails to make any interest payment when due; or
o the Company breaches any representation, warranty or covenant or
defaults in the timely performance of any other obligation in its
agreements with the lenders.
The foregoing description of the loan agreements, including events of
default, does not purport to be complete and is qualified in its entirety by
reference to the full text of the loan agreements which will be filed as
exhibits to the Company's report on Form 10-K for the year ending January 31,
2015.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
See Item 1.01 of this report.
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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.
Date: March 9, 2015 STRAINWISE, INC.
By: /s/ Shawn Phillips
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Shawn Phillips, Chief Executive Officer
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