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): January 14, 2019
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.) |
|
78 SW 7 th Street Miami, 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 January 14, 2019, Hash Labs Inc. (the “Company”) entered into an exchange agreement with Lyle Hauser. Pursuant to the exchange agreement, Mr. Hauser exchanged an outstanding convertible promissory note of the Company in the aggregate amount of $70,384 (including accrued interest) held by Mr. Hauser for a new non-convertible promissory note of the Company in the principal amount of $70,384. The new note matures March 31, 2019 and bears interest at the rate of 7% per year, due upon maturity. Mr. Hauser is the Company’s largest stockholder.
On January 14, 2019 the Company entered into an exchange agreement with The Vantage Group Ltd. (“Vantage”). Pursuant to the exchange agreement, Vantage exchanged the remaining amount due on a convertible promissory note of the Company, equal to $17,780 (including accrued interest) held by Vantage for a new non-convertible promissory note of the Company in the principal amount of $17,780. The new note matures March 31, 2019 and bears interest at the rate of 7% per year, due upon maturity. Vantage is owned by Lyle Hauser.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Exchange Agreement between the Company and Lyle Hauser | |
| 10.2 | Exchange Agreement between the Company and The Vantage Group Ltd. |
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: January 14, 2019 | By: | /s/ J. Mark Goode |
| Name: J. Mark Goode | ||
| Title: Chief Executive Officer | ||
2
Exhibit 10.1
EXCHANGE AGREEMENT
This Exchange Agreement (this “Agreement”) dated this 14th day of January, 2019, 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 a convertible promissory note of the Company, in the original principal amount of $68,969, dated on or about March 30, 2018 (the “Convertible Note”);
WHEREAS, the Company and the Holder desire to have the Holder exchange the Convertible Note for a new 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 Convertible Note (including all outstanding principal and interest thereon, equal to an aggregate of $70,384.32 as of the date hereof), for a new promissory note of the Company in the principal amount of $70,384.32, 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 Convertible Note (including all outstanding principal and interest thereon) 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 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 Agreement 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.
4. 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/ J. Mark Goode | |
| Name: | J. Mark Goode | |
| Title: | Chief Executive Officer | |
| /s/ Lyle Hauser | ||
| Lyle Hauser | ||
Exhibit A
PROMISSORY NOTE
| $70,384.32 | January 14, 2019 |
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 Seventy Thousand Three Hundred Eighty Four Dollars and Thirty-Two Cents ($70,384.32), plus interest at a rate per annum of 7%, on March 31, 2019.
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 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: | J. Mark Goode | |
| Title: | Chief Executive Officer | |
Exhibit 10.2
EXCHANGE AGREEMENT
This Exchange Agreement (this “Agreement”) dated this 14th day of January, 2019, 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 a convertible promissory note of the Company, in the original principal amount of $518,225, dated on or about March 30, 2018 (the “Convertible Note”);
WHEREAS, the Company and the Holder desire to have the Holder exchange the Convertible Note for a new 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 Convertible Note (including all outstanding principal and interest thereon, equal to an aggregate of $17,780.25 as of the date hereof), for a new promissory note of the Company in the principal amount of $17,780.25, 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 Convertible Note (including all outstanding principal and interest thereon) 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 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 Agreement 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.
4. 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/ J. Mark Goode | |
| Name: | J. Mark Goode | |
| Title: | Chief Executive Officer | |
| THE VANTAGE GROUP LTD. | ||
| By: | /s/ Lyle Hauser | |
| Name: | Lyle Hauser | |
| Title: | Chief Executive Officer | |
Exhibit A
PROMISSORY NOTE
| $17,780.25 | January 14, 2019 |
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 Seventeen Thousand Seven Hundred Eighty Dollars and Twenty-Five Cents ($17,780.25), plus interest at a rate per annum of 7%, on March 31, 2019.
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 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: | J. Mark Goode | |
| Title: | Chief Executive Officer | |