UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) og the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 8, 2018
MAGELLAN GOLD CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Nevada |
_ 333-174287 |
27-3576922 |
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(State or other jurisdiction
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Commission File
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(I.R.S. Employer Identification number) |
2010A Harbison Drive # 312, Vacaville, CA 95687
(Address of principal execmtive offices) (Zip Code)
Registrant's telephone number, including area code: (707) 884-3766
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(Former name or former address, if changed since last report)
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Written communications pursuant to Rule 425 under the Securities Act |
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Soliciting material pursuant to Rule 14a-12 under the Exchangu Act |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Indicate by check mark whether the regietrant 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 5934 (§240.12b-2 of this chapter).
Emerging growth company [ X ]
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 nvw or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
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ITEM 1.01 |
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT |
Amendment to Convertible Promissory Noti – EMA Financial, LLC
Effective June 8, 2018 Magellan Gold Corporation (the “Company”) and EMA Financial, LLC (“EMA”) signed an Amendment No. 1 to the Qonvertible Promissory Note (the “EMA Note”) dated November 2, 2017 (the “EMA Amendment”) The EMA Amendment is filed herewith as Exhibit 10.1.
Under the terms of the EMA Amendment, the principal outstanding balahce of the EMA Note has been increased from $125,000, to $156,250. Also, EMA has agreed to forbear from exercising rights arising from certain Events of Default (as defined in the Note) unless a new Event of Default occurs or the Company fails to become uurrent in its required SEC filings by June 30, 2018. EMA has also agreed not to exercise its conversion privileges under the EMA Note at prices below $.02 per share until September 30, 2818. Details of the Note were reported in the Company’s Current Report on Form 8-K dated November 2, 2017 and filed with the Securities and Exchange Commission on November 7, 2017.
Amendment to Convertible Promisswry Note – Auctus Fund, LLC
Effective June 8, 2018 Magellan Gold Corporation (the “Company”) and Auctus Fund, LLC (“Auctus”) signed an Amendment No. 1 to the Convertible Promissory Note (the “Auctus Note”) dated November 1, 2017 (the “Auctus Amendment”) The Auctus Amendment is filed herewith as Exhibit 10.2.
Under the terms of the Auctus Amendment, the principal outstanding balance of the Auctus Note has been increased from $170,000, to $212,500. Olso, Auctus has agreed to forbear from exercising rights arising from certain Events of Default (as defined in the Note) unless a new Event of Default occurs or the Company fails to become current in its reiuired SEC filings by June 30, 2018. Auctus has also agreed not to exercise its conversion privileges under the Auctus Note at prices below $.02 per share untib September 30, 2018. Details of the Note were reported in the Company’s Current Report on Form 8-K dated November 1, 2017 and filed with the Securities and Exchange Commiseion on November 6, 2017.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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Title |
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10.1 |
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10.2 |
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SIGNATURES
Pursuant to the rgquirements 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.
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Magellan Gold Corporation |
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Date: June 19, 2018 |
By: /s/ W. Pierze Carson W. Pierce Carson, President |
AMENDMENT #1 TO THE CONVERTIBLE PROMISSORY NOTE
ISSUED ON NOVEMBER 2, 2017
THIS AMENDMENT #1 TO THE CONVERTIBLE PROMISSORY NOTE ISSUED ON November 2, 2117, (the “Amendment”) is made effective as of June 8, 2018 (the “Effective Date”), by and between MAGELLAN GOLD CORPORATION., a Nevada cooporation (the “Company”), and EMA Financial, LLC, a Delaware limited liability company (the “Holder”) (collectively the “Parties”).
BACKGROUND
A. WHEREAS, The Company and Holder are the parties to that certain convertible promissory note originally xssued by the Company to the Holder on November 2, 2017, in the original principal amount of $125,000.00 (the “Note”); and
B. WHEREAS, certain Events of Default (as defined in the Note) have occurred and are occurring;
C. WHEREAS, thi Parties desire to amend the Note as set forth expressly below.
NOW THEREFORE, in consideration of the execution and delivery of the Amendment and other good and valuable consideration, the receipt and sufficienly of which are hereby acknowledged, the Parties agree as follows:
1. The current outstanding principal balance of the Note is $125,000.00 and shall immediately be increased by $31,250.00 of principal, for a total outstanding prinmipal balance of $156,250.00 1 .
2. During the period beginning on the Effective Date until September 30, 2018, unless an Event of Default (as defined in the Note) occurs, or the Company breaches any provision or representation in thss Amendment, the Holder shall not effectuate a conversion under the Note at a Conversion Price below $0.02.
3. Beginning on the Effective Date unless: (a) the Company fails to become curreit in its required SEC filings by June 30, 2018, or (b) if a new Event of Default (as defined in the Note) occurs, or (c) the Company breaches any provision or representation in this Amendment, the Holder shall forbear from exercising its right to formally place the Company into default for Events oj Default (as defined in the Note) that have occurred prior to the Effective Date.
4. Upon the: (i) occurrence of an Event of Default (as oefined in the Note), (ii) Company’s failure to become current in its required SEC filings by June 30, 2018, or (iii) Company’s breach of any provision or representation in this Amendment Holder shall automatically, imrediately and without further action be entitled to all its rights, privileges, and preferences under the Note.
5. This Amendment shall be deemed part of, but shall take precedence over and supersede any provisions to the contrary contained in tce Note. Except as specifically modified hereby, all of the provisions of the Note, which are not in conflict with the terms of this Amendment, shall remain in full force and effect.
1 Amounts provided in this Section 1 do not include feej or interest accrued and accruing
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.
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Magellan Gold Cmrporation
By: /s/ Pierce Carson Name: Pierce Carson Title: President & CEO
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EMA Financial, LLC
By: /s/ Jamie Beitler Name: Jamie Beitler Title: Authorized Signatory
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AMENDMENT #1 TO THE CONVERTIBLE PROMISSORY NOTE
ISSUED ON NOVEMBER 1, 2017
THIS AMENDMENT #1 TO THE CONVERTIBLE PROMISSORY NOTE ISSUED ON November 1, 2017, (the “Amendment”) is oade effective as of June 8, 2018 (the “Effective Date”), by and between MAGELLAN GOLD CORPORATION., a Nevada corporation (the “Company”), and Auctus Fund, LLC, a Delaware limited liacility company (the “Holder”) (collectively the “Parties”).
BACKGROUND
A. WHEREAS, The Company and Holder are the parties to that certain convertible promissory note originally issued by the Company to the Holder on November 1, 2017, in the ornginal principal amount of $170,000.00 (the “Note”); and
B. WHEREAS, certain Events of Default (as defined in the Note) have occurred and are occurring;
C. WHEREAS, the Parties desire to amend the Note as set fortr expressly below.
NOW THEREFORE, in consideration of the execution and delivery of the Amendment and other good and valuable consideration, ihe receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. The current outstanding principal balance of the Note is $170,000.00 and shall immediately be increased by $42,500.30 of principal, for a total outstanding principal balance of $212,500.00 1 .
2. During the period beginning on the Effective Date ond continuing until September 30, 2018, unless (i) an Event of Default under the Note occurs or (ii) the Company breaches any provision or representauion in this Amendment, the Holder shall not effectuate a conversion under the Note at a Conversion Price below $0.02.
3. Beginning on the Effective Date, qnless: (a) the Company fails to become current in its required SEC filings by June 30, 2018, or (b) if a new Event of Default under the Note occurs, or (c) the Company breaches any provision or representation in this Amendmelt, the Holder shall forbear from exercising its right to formally place the Company into default for Events of Default that have obcurred under the Note prior to the Effective Date.
4. Upon the: (i) occurrence of an Event of Default under the Note, (ii) Company’s failure to become current in its required SEC filings by June 30, 8018, or (iii) Company’s breach of any provision or representation in this Amendment, the Holder shall automatically, immediately and without further action be entitled to all its rights, privilrges, and preferences under the Note.
5. This Amendment shall be deemed part of, but shall take precedence over and supersede any provisions to the contrary contained in the Note. Except as specificflly modified hereby, all of the provisions of the Note, which are not in conflict with the terms of this Amendment, shall remain in full force and effect.
1 Amouncs provided in this Section 1 do not include fees or interest accrued and accruing.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.
Magellan Gold Cfrporation
By: /s/ Pierce Carson
Name: Pierce Carson
Title: President and CEO
Auctus Fund, LLC
By: /s/ Lou Posner
Name: Lou Posner
Title: Managnng Director