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): March 15, 2018
Spindle, Inc.
(Exact name of registrant as specified in its charter)
Nevada |
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000-55151 |
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20-8241820 |
(State or other jurisdiction of incorporation) |
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(Commission File No.) |
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(IRS Employer Identification No.) |
1201 S. Alma School Road, Suite 12500
Mesa, AZ 85210
(Address of Principal Executive Offices)
Registrants telephone number, including area code: 800-560-9198
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))
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On March 15, 2018, Spindle, Inc. (the Company) entered into a Bridge Note Agreement (the Convertible Note) with LegendCap Opportunity Fund, LLC (the Holder). On January 8, 2018 and February 27, 2018, the Company entered into convertible promissory notes (the Original Convertible Notes) with the Holder in the principal amounts of $20,000 and $17,500, respectively. The Convertible Note is an amendment and restatement of the Original Convertible Notes and increases the principal amount to $55,000 based on an additional funding of $17,500. The Convertible Note is secured by a copy of the Companys Payment Service Provider software code. The Convertible Note is subordinate to the Companys Amended and Restated convertible promissory note with Michael Kelly issued on October 17, 2017. The Convertible Note is convertible into shares of the Companys common stock at a conversion price of $0.08 per share at any time prior to September 15, 2018. The foregoing summary of Convertible Note is qualified in its entirety by reference to the full text thereof, which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits
(d)
Exhibits
Exhibit No. |
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Description |
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Bridge Note 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.
Date: March 21, 2018
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SPINDLE, INC. |
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By: |
/s/ Jack Scott |
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Name: Jack Scott |
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Title: Chief Executive Officer |
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BRIDGE NOTE AGREEMENT
$55,000 |
March 15, 2018 |
For value received, SPINDLE, INC., a Nevada corporation (the Company), promises to pay to LegendCap Opportunity Fund (the Purchaser), the sum of Fifty Five Thousand Dollars ($55,000.00) (the Bridge Note or the Note). This Note is subject to the following terms and conditions.
1.
The Bridge Note will be secured by a copy the Companys Payment Service Provider (PSP) software code and the Note is to be repaid by the Company out of the proceeds of Equity Financing or from cash otherwise available to the Company and in no event later than September 15, 2018.
2.
The Bridge Note can be converted to restricted stock at $0.080 per share at any time prior to September 15, 2018 in satisfaction of provision 1 above.
3.
This Note shall be considered subordinate to the Amended and Restated convertible promissory note (as amended for up to $359,000) with an issuance date of October 17, 2017 and held by Michael Kelly.
IN WITNESS WHEREOF, the parties have executed this Bridge Note Agreement as of the date first set forth above.
Agreed and Accepted: |
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THE COMPANY |
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LegendCap Opportunity Fund |
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SPINDLE, INC. |
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a corporation organized under |
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the laws of Nevada |
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By: /s/ Evan Greenberg |
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By: /s/ Dr. Jack A. Scott |
Name: Evan Greenberg |
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Name: Dr. Jack A. Scott |
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Address: 565 Plandome Road #270 |
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Address: 1201 S. Alma School Road, |
Manhasset, NY 11050 |
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Suite #12500, Mesa, AZ 85210 |