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): February 28, 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: 888-879-8896
| (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 February 28, 2019, Hash Labs Inc. (the “Company”) issued and sold an original issue discount promissory note, in the principal amount of $110,000, for a purchase price of $100,000, to Lyle Hauser. The note matures on March 31, 2019 and does not bear interest prior to maturity. Subsequent to maturity, the note bears interest at the rate of 9% per year. Mr. Hauser is the Company’s largest stockholder and has also been a lender to the Company.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information provided in response to Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Original Issue Discount Promissory Note |
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: March 6, 2019 | By: | /s/ J. Mark Goode |
| Name: J. Mark Goode | ||
| Title: Chief Executive Officer | ||
2
Exhibit 10.1
| $110,000 | February 28, 2019 |
ORIGINAL ISSUE DISCOUNT PROMISSORY NOTE
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 One Hundred Ten Thousand Dollars ($110,000), on March 31, 2019 (the “Maturity Date”).
This Note is being issued for an original issue discount, such that the Holder has paid $100,000 for this Note. This Note will not bear interest, except that, commencing on the date following the Maturity Date, this Note will bear interest at the rate of 9% per year, calculated on the basis of a 360-day year, and will accrue daily.
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.
This Note shall be governed by and construed in accordance with the internal laws of the State of Nevada. 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: | /s/ J. Mark Goode | |
| Name: | J. Mark Goode | |
| Title: | Chief Executive Officer | |