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): March 4, 2014

YAPPN CORP.
 (Exact name of registrant as specified in charter)

Delaware
 
000-55082
 
27-3848069
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)

1001 Avenue of the Americas, 11 th Floor
New York, NY
 
10018
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: (888) 859-4441
 
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):

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   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.
 
As previously reported in a current report on Form 8-K which was filed with the Securities and Exchange Commission on November 21, 2013, Yappn Corp. (the “Company”), issued a Convertible Promissory Note to JMJ Financial (the “Note”).  The Company and JMJ Financial have entered into an Amendment (the “Amendment”), dated as of February 11, 2014, to the Note.  Pursuant to the Amendment, on or before February 21, 2014, JMJ Financial shall make a payment to the Company in the amount of $40,000 of consideration under the Note.  Pursuant to the Amendment, Section 2 of the note was amended to provide that the Note is convertible beginning 180 days from the Effective Date, (180 days from the date of advance in the case of the $40,000 payment noted above) and the conversion price was increased from $.075 to $.10 such that the conversion price after the Amendment is the lesser of $.10 or 60% of the lowest trade price in the 25 trading days previous to the conversion (In the case that conversion shares are not deliverable by DWAC an additional 10% discount will apply; and if the shares are ineligible for deposit into the DTC system and only eligible for X clearing deposit an additional 5% discount shall apply; in the case of both an additional cumulative 15% discount shall apply).

The Note was offered and sold to  JMJ in a private placement transaction made in reliance upon the exemptions from registration afforded by Section 4(2) and Rule 506 under the Securities Act of 1933.

The foregoing information is a summary of the Amendment, is not complete, and is qualified in its entirety by reference to the full text of the  Amendment, which is attached as an exhibit to this Current Report on Form 8-K.  Readers should review the Amendment for a complete understanding of the terms and conditions associated with this transaction.

Item 2.03    Creation of a Direct Financial Obligation.

The information required to be disclosed in this Item 2.03 is incorporated herein by reference from Item 1.01.

Item 3.02    Unregistered Sales of Equity Securities.

The information required to be disclosed in this Item 3.02 is incorporated by reference from Item 1.01.
 
Item 9.01    Financial Statements and Exhibits.
 
(d)       Exhibits
 
Exhibit No .   Description
     
10.1
 
Amendment Agreement to Convertible Promissory Note issued in favor of JMJ Financial

 
2
 
 
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 4, 2014
YAPPN CORP.
     
 
By:
/s/  Craig McCannell
  Name:     Craig McCannell
  Position: Chief Financial Officer
     
 
 
3
Exhibit 10.1
 
AMENDMENT
TO THE $500,000 PROMISSORY NOTE DATED NOVEMBER 13, 2013
 
The parties agree that the $500,000 Promissory Note (the "Note") by and between Yappn Corp. (the "Borrower") and JMJ Financial (the "Lender") is hereby amended as follows:
 
1.          Payment . The Lender shall make a payment to the Borrower of $40,000 of Consideration under the Note on or before February 21, 2014.
 
2.          Conversion Price . The sentence in the second paragraph of the Note that begins with "The Conversion Price is the lesser of..." shall be amended and replaced in its entirety by the following sentence: "The Conversion Price is the lesser of $0.10 or 60% of the lowest trade price in the 25 trading days previous to the conversion (In the case that conversion shares are not deliverable by DWAC an additional 10% discount will apply; and if the shares are ineligible for deposit into the DTC system and only eligible for Xclearing deposit an additional 5% discount shall apply; in the case of both an additional cumulative 15% discount shall apply)."
 
3.          No Conversions for 180 days . The first sentence of Section 2 of the Note, which begins with "The Lender has the right, at any time after the Effective Date, at its election...", shall be amended by inserting the words "from 180 days" into the sentence so that the sentence begins as follows: "The Lender has the right, at any time from 180 days after the Effective Date, at its election...."
 
4.          Independent Transactions . The Borrower understands and agrees that the Note sets forth the terms for a series of independent transactions in which the Lender may elect to make a payment of Consideration to the Borrower with each payment of Consideration creating a separate obligation of the Borrower to the Lender with the terms set forth in the Note. Accordingly, the Maturity Date of each payment of Consideration, and the repayment terms for each payment of Consideration, are as set forth in the Note.
 
5.          Nevada . The Borrower acknowledges that the Lender has become a Nevada sole proprietorship. In recognition of this, and because of the cash payment being made to the Borrower pursuant to Section 1 of this Amendment, the Borrower agrees that the first sentence of Section 11 of the Note shall be amended by replacing the word "Florida" with the word "Nevada." The word Florida shall not be replaced in any other place in Section 11. This change to Section 11 shall apply to all actions commenced after the date of this Amendment regardless of whether the event or events that gave rise to the cause of action, including the closing of the Note and any past or future payments of Consideration, occurred before or after the date of this Amendment.
 
ALL OTHER TERMS AND CONDITIONS OF THE NOTE REMAIN IN FULL FORCE AND EFFECT.
 
Please indicate acceptance and approval of this amendment dated February 11, 2014 by signing below:
 
/s/ Craig McCannell  
Craig McCannell
 
JMJ Financial
Yappn Corp.
 
Its Principal
Chief Financial Officer