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): May 9, 2017

 

TRULI MEDIA GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   000-53641   26-3090646
(State or other Jurisdiction of
Incorporation) 		  (Commission File Number)   (IRS Employer
Identification No.)

 

1638 Tower Grove Drive,

Beverly Hills, CA

 

 

90210

(Address of principal executive offices)   (Zip Code)

  

Registrant’s telephone number, including area code: (310) 274-0224

 

 

(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:

 

☐   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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

 

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 new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement

 

On May 9, 2017, Truli Media Group, Inc. (the “Company”) entered into Note Extension Agreements with two holders (the “Lenders”) of the Company’s 10% Convertible Promissory Notes (the “Notes”) in the aggregate principal amount of $50,000, pursuant to which the Company and the Lenders agreed to extend the due date of the Notes to October 8, 2017, subject to acceleration in the event of default. The Lenders also agreed to waive all current and prior events of default under the Notes. The Notes previously had a maturity date of April 8, 2017.

 

Item 9.01 Financial Statements and Exhibits .

 

(d) Exhibits.

 

Exhibit No.   Exhibit
     
10.1   Form of Note Extension Agreement

 

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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 thereunto duly authorized.

 

  Truli Media Group, Inc.
     
Date: May 11, 2017 By: /s/ Elliot M. Maza
  Name: Elliot M. Maza
  Title: Chief Executive Officer

 

 

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Exhibit 10.1

 

NOTE EXTENSION AGREEMENT

 

This Note Extension Agreement (this “Agreement”) is dated as of May __, 2017 between Truli Media Group, Inc., a Delaware corporation (the “Company”), and each of the investors identified on the signature pages hereto (including their respective successors and assigns, each, a “Investor,” and collectively, the “Investors”).

 

WHEREAS, the Company sold to each Investor and each Investor, severally and not jointly, purchased from the Company a convertible promissory note (the “Note”) (the Note and the securities into which each is convertible or exercisable, as applicable, the “Securities”); and

 

WHEREAS, the Principal Amount outstanding under the Notes was payable in cash on April 8, 2017; and

 

WHEREAS, the Company desires to extend the Maturity Date of the Notes and each Investor desires, severally and not jointly, to extend such Maturity Date subject to the terms and conditions contained herein.

 

NOW THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and theInvestors agree as follows:

 

1.                  Definitions. All capitalized terms not defined herein shall have the definition contained in the Notes.

 

2.                  Extension of Maturity Date. The Principal Amount outstanding plus accrued and unpaid interest under the Notes shall be payable in cash on the earlier of: (i) October 8, 2017 (the “New Maturity Date”) or (ii) the occurrence of an Event of Default.

 

3.                  Interest Rate. Each Note will continue to bear interest at the rate of 10% per annum (the “Interest Rate”) until paid in full or converted as provided in such Note.

 

4.                  Conversion. The Investor shall have the right to convert the Notes prior to the New Maturity Date.

 

5.                  Prepayment. The Company shall not have the right to prepay the Notes.

 

6.                  No Other Changes to Notes. All provisions of the Notes not expressly modified or amended by the terms contained herein shall remain in full force and effect.

 

7.                  Waiver by Investors. Subject to the terms and conditions of this Agreement, the Investors hereby waive all prior and currently existing Events of Default with respect to the Notes.

 

8.                  Counterparts. This Agreement may be executed in counterparts and by facsimile, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same instrument.

 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.
SIGNATURE PAGE FOR PURCHASER FOLLOWS]

 

 

 

 

Company Signature Page

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

 

  TRULI MEDIA GROUP, INC.
   
  By:  
  Name:  
  Title:  

 

  2  

 

 

Investor Signature Page

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

 

  [PURCHASER]
     
  By:  
    Name:
    Title:

 

 

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