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): October 1, 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 7th Street Miami, FL |
33130 | |
| (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)) |
Securities registered pursuant to Section 12 of the Act: None.
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 October 1, 2019, Hash Labs Inc. (the “Company”) entered into an amendment to promissory notes held by Lyle Hauser, consisting of (i) a promissory note, dated on or about January 14, 2019, in the original principal amount of $70,384.32, as amended by amendment No. 1 thereto, dated April 9, 2019, and amendment No. 2 thereto, dated July 3, 2019, and (ii) an original issue discount promissory note, dated on or about February 28, 2019, in the original principal amount of $110,000, as amended by amendment No. 1 thereto, dated April 9, 2019, and amendment No. 2 thereto, dated July 3, 2019. The amendment extended the maturity dates of the notes from September 30, 2019 to December 31, 2019. Mr. Hauser is the Company’s largest stockholder.
On October 1, 2019, the Company entered into an amendment to promissory notes held by The Vantage Group, Ltd. (“Vantage”) consisting of (i) a promissory note, dated on or about January 14, 2019, in the original principal amount of $17,780.25, as amended by amendment No. 1 thereto, dated April 9, 2019, and amendment No. 2 thereto, dated July 3, 2019, and (ii) a promissory note, issued on or about July 15, 2016, in the original principal amount of $100,000, as amended by amendment No. 1 thereto, dated April 9, 2019, and amendment No. 2 thereto, dated July 3, 2019. The amendment extended the maturity dates of the notes from September 30, 2019 to December 31, 2019. Vantage is owned by Mr. Hauser.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Amendment No. 3 to Promissory Notes between the Company and Lyle Hauser | |
| 10.2 | Amendment No. 3 to Promissory Notes between the Company and The Vantage Group, Ltd. |
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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.
| HASH LABS INC. | ||
| Date: October 7, 2019 | By: | /s/ J. Mark Goode |
| Name: J. Mark Goode | ||
| Title: Chief Executive Officer | ||
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Exhibit 10.1
AMENDMENT NO. 3 TO PROMISSORY NOTES
This Amendment No. 3 to Promissory Notes (this “Amendment”) dated this 1st day of October, 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 certain outstanding promissory notes (collectively, the “Notes”) of the Company, consisting of (i) a promissory note, dated on or about January 14, 2019, in the original principal amount of $70,384.32, as amended by amendment No. 1 thereto, dated April 9, 2019, and amendment No. 2 thereto, dated July 3, 2019, and (ii) an original issue discount promissory note, dated on or about February 28, 2019, in the original principal amount of $110,000, as amended by amendment No. 1 thereto, dated April 9, 2019, and amendment No. 2 thereto, dated July 3, 2019;
WHEREAS, the Company and the Holder desire to amend the Notes as more particularly set forth below;
WHEREFORE, the parties do hereby agree as follows:
1. The maturity date of each of the Notes is hereby amended to be December 31, 2019.
2. Except as modified herein, the terms of the Notes shall remain in full force and effect.
3. This Amendment 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 Amendment. A signature delivered by facsimile or email shall constitute an original.
[Signature Page Follows]
1
IN WITNESS WHEREOF, the parties have executed this Amendment 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 |
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Exhibit 10.2
AMENDMENT NO. 3 TO PROMISSORY NOTES
This Amendment No. 3 to Promissory Notes (this “Amendment”) dated this 1st day of October, 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 certain outstanding promissory notes (collectively, the “Notes”) of the Company, consisting of (i) a promissory note, dated on or about January 14, 2019, in the original principal amount of $17,780.25, as amended by amendment No. 1 thereto, dated April 9, 2019, and amendment No. 2 thereto, dated July 3, 2019, and (ii) a promissory note, issued on or about July 15, 2016, in the original principal amount of $100,000, as amended by amendment No. 1 thereto, dated April 9, 2019, and amendment No. 2 thereto, dated July 3, 2019;
WHEREAS, the Company and the Holder desire to amend the Notes as more particularly set forth below;
WHEREFORE, the parties do hereby agree as follows:
1. The maturity date of each of the Notes is hereby amended to be December 31, 2019.
2. Except as modified herein, the terms of the Notes shall remain in full force and effect.
3. This Amendment 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 Amendment. A signature delivered by facsimile or email shall constitute an original.
[Signature Page Follows]
1
IN WITNESS WHEREOF, the parties have executed this Amendment 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 |
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