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): April 3, 2018
Hash Labs Inc.
(Exact Name of Registrant as Specified in Charter)
| Nevada | 033-25126 D | 85-0368333 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
301 Yamato Road Suite 1240 Boca Raton, FL |
33431 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (561) 295-1990
| (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 April 3, 2018, Hash Labs Inc. (the “Company”) entered into an exchange agreement with The Vantage Group Ltd. (“Vantage”). Pursuant to the exchange agreement, Vantage exchanged outstanding promissory notes of the Company in the aggregate principal amount of $518,225 (including accrued interest) held by Vantage for a new convertible promissory note of the Company in the principal amount of $518,225. The convertible note bears interest at the rate of 7% per year and is convertible into shares of common stock of the Company at a conversion price of $0.027.
On April 3, 2018, the Company entered into an exchange agreement with Lyle Hauser. Pursuant to the exchange agreement, Mr. Hauser exchanged outstanding promissory notes of the Company in the aggregate principal amount of $68,969 (including accrued interest) held by Mr. Hauser for a new convertible promissory note of the Company in the principal amount of $68,969. The convertible note bears interest at the rate of 7% per year and is convertible into shares of common stock of the Company at a conversion price of $0.0005. Vantage is the Company’s largest stockholder and is owned by Lyle Hauser.
Item 8.01 Other Events.
On April 3, 2018, the Company issued an aggregate of 9,300,000 shares of common stock to Vantage upon the conversion of (i) $241,650 of Vantage’s convertible note and (ii) 7,000 shares of Series C Preferred Stock. In connection with the conversion, Vantage waived any dividends owed to Vantage as the holder of the Series C Preferred Stock.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Exchange Agreement between the Company and The Vantage Group Ltd. | |
| 10.2 | Exchange Agreement between the Company and Lyle Hauser |
| 1 |
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.
| HASH LABS INC. | ||
| Date: April 3, 2018 | By: | /s/ Niquana Noel |
| Name: Niquana Noel | ||
| Title: Chief Executive Officer | ||
| 2 |
Exhibit 10.1
EXCHANGE AGREEMENT
This Exchange Agreement (this “Agreement”) dated this 30th day of March, 2018, by and among Hash Labs Inc., a Nevada corporation (the “Company”) and The Vantage Group Ltd., a Delaware corporation (the “Holder”).
W I T N E S S E T H:
WHEREAS, the Holder is the holder of various promissory notes of the Company, in the aggregate outstanding principal amount of $518,225 (including accrued interest), representing all of the outstanding promissory notes of the Company held by the Holder as of March 30, 2018 (the “Notes”);
WHEREAS, the Company and the Holder desire to have the Notes exchanged for a new convertible promissory note of the Company as more particularly set forth below;
WHEREFORE, the parties do hereby agree as follows:
1. Effective upon the execution of this Agreement, the Holder will exchange the Notes for a new convertible promissory note of the Company in the principal amount of $518,225, convertible into shares of common stock of the Company at a conversion price of $0.027 per share, in the form of Exhibit A hereto (the “New Note”). Without limiting the generality of the foregoing, effective upon the execution of this Agreement, the Notes will automatically be deemed cancelled, and the Company shall issue the New Note to the Holder.
2. This Agreement constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof.
3. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and shall be binding upon all parties, their successors and assigns, and all of which taken together shall constitute one and the same Agreement. A signature delivered by facsimile shall constitute an original.
[Signature Page Follows]
IN WITNESS WHEREOF , the parties have executed this Agreement as of the date first written above.
| HASH LABS INC. | ||
| By: | /s/ Niquana Noel | |
| Name: | Niquana Noel | |
| Title: | Chief Executive Officer | |
| THE VANTAGE GROUP LTD. | ||
| By: | /s/ Lyle Hauser | |
| Name: | Lyle Hauser | |
| Title: | Chief Executive Officer | |
| 2 |
Exhibit A
CONVERTIBLE PROMISSORY NOTE
| $518,225 | March 30, 2018 |
FOR VALUE RECEIVED, Hash Labs Inc. a Nevada corporation (the “Company”) hereby promises to pay to The Vantage Group Ltd. (“Holder”), in lawful money of the United States of America, the principal sum of Five Hundred Eighteen Thousand and Two-Hundred Twenty-Five Dollars ($518,225), plus interest at a rate per annum of 7% on September 29, 2018.
The Company shall have the right to prepay, at any time and from time to time without premium or penalty, the entire unpaid principal balance of this Note or any portion thereof; provided there shall also be paid with such prepayment all accrued interest on the unpaid principal balance.
This Note will be convertible into common stock of the Company, at any time at the option of the Holder, at a conversion price of $0.027 per share (subject to adjustment in the event of stock splits, stock dividends, and similar transactions). The Holder may convert this Note to common stock by providing a written notice of conversion to the Company, setting the forth the amount of the Note to be converted and the number of shares of common stock to be issued upon such conversion, in a form reasonably acceptable to the Company. The Company shall promptly deliver or cause to be delivered such shares to the Holder following receipt of such a notice.
This Note shall be governed by and construed in accordance with the internal laws of the State of New York. Holder and Company hereby irrevocably submit to the exclusive jurisdiction of any federal or state court located within the County of New York over any dispute relating to this Note and Company and Holder each hereby irrevocably agree that all claims in respect of such dispute or any suit, action or proceeding related thereto may be heard and determined in such courts.
IN WITNESS WHEREOF, the undersigned has caused this Note to be executed as of the day and year first above written.
| HASH LABS INC. | ||
| By: | ||
| Name: | Niquana Noel | |
| Title: | Chief Executive Officer | |
3
Exhibit 10.2
EXCHANGE AGREEMENT
This Exchange Agreement (this “Agreement”) dated this 30th day of March, 2018, by and among Hash Labs Inc., a Nevada corporation (the “Company”) and Lyle Hauser, an individual (the “Holder”).
W I T N E S S E T H:
WHEREAS, the Holder is the holder of various promissory notes of the Company, in the aggregate outstanding principal amount of $68,969 (including accrued interest), representing all of the outstanding promissory notes of the Company held by the Holder as of March 30, 2018 (the “Notes”);
WHEREAS, the Company and the Holder desire to have the Notes exchanged for a new convertible promissory note of the Company as more particularly set forth below;
WHEREFORE, the parties do hereby agree as follows:
1. Effective upon the execution of this Agreement, the Holder will exchange the Notes for a new convertible promissory note of the Company in the principal amount of $68,969, convertible into shares of common stock of the Company at a conversion price of $0.0005 per share, in the form of Exhibit A hereto (the “New Note”). Without limiting the generality of the foregoing, effective upon the execution of this Agreement, the Notes will automatically be deemed cancelled, and the Company shall issue the New Note to the Holder.
2. This Agreement constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof.
3. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and shall be binding upon all parties, their successors and assigns, and all of which taken together shall constitute one and the same Agreement. A signature delivered by facsimile shall constitute an original.
[Signature Page Follows]
IN WITNESS WHEREOF , the parties have executed this Agreement as of the date first written above.
|
HASH LABS INC. |
||
| By: | /s/ Niquana Noel | |
|
Name:
|
Niquana Noel | |
| Title: | Chief Executive Officer | |
|
/s/ Lyle Hauser |
||
| Lyle Hauser | ||
| 2 |
Exhibit A
CONVERIBLE PROMISSORY NOTE
| $68,969 | March 30, 2018 |
FOR VALUE RECEIVED, Hash Labs Inc. a Nevada corporation (the “Company”) hereby promises to pay to Lyle Hauser (“Holder”), in lawful money of the United States of America, the principal sum of Sixty-Eight Thousand and Nine Hundred Sixty-Nine Dollars ($68,969), plus interest at a rate per annum of 7% on October 2, 2018.
The Company shall have the right to prepay, at any time and from time to time without premium or penalty, the entire unpaid principal balance of this Note or any portion thereof; provided there shall also be paid with such prepayment all accrued interest on the unpaid principal balance.
This Note will be convertible into common stock of the Company, at any time at the option of the Holder, at a conversion price of $0.0005 per share (subject to adjustment in the event of stock splits, stock dividends, and similar transactions). The Holder may convert this Note to common stock by providing a written notice of conversion to the Company, setting the forth the amount of the Note to be converted and the number of shares of common stock to be issued upon such conversion, in a form reasonably acceptable to the Company. The Company shall promptly deliver or cause to be delivered such shares to the Holder following receipt of such a notice.
This Note shall be governed by and construed in accordance with the internal laws of the State of New York. Holder and Company hereby irrevocably submit to the exclusive jurisdiction of any federal or state court located within the County of New York over any dispute relating to this Note and Company and Holder each hereby irrevocably agree that all claims in respect of such dispute or any suit, action or proceeding related thereto may be heard and determined in such courts.
IN WITNESS WHEREOF, the undersigned has caused this Note to be executed as of the day and year first above written.
| HASH LABS INC. | ||
| By: | ||
| Name: | Niquana Noel | |
| Title: | Chief Executive Officer | |
3