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 and Exchange Act of 1934
Date of Report (Date of earliest event reported): November 4, 2019
SURGE HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
| Nevada | 000-52522 | 98-0550352 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
3124 Brother Blvd, Suite 104
Bartlett TN 38133
(Address of principal executive offices, including zip code)
901-302-9587
(Registrant’s telephone number, including area code)
Check the appropriate box below if the 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| [ ] | Written communication 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(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
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 November 4, 2019, Surge Holdings, Inc. (the “Company”) sold a promissory note in the principal amount of $250,000.00 (the “Mitchell Note”) to Jack D. and Vanessa J. Mitchell, individuals (the “Investors”). The Mitchell Note accrues interest at a rate of eighteen percent (18%), compounded annually with an additional 100,000 shares of common stock of the Company. The Mitchell Note matures on November 4, 2020 (the “Maturity Date”) and it can be prepaid by the Company, in whole or in part, without penalty, at any time.
On November 6, 2019, the Company sold a promissory note in the principal amount of $100,000.00 (the “AN Note”) to AN Holdings, LLC, a Nevada limited liability company of which Mr. Anthony P. Nuzzo Jr., Chief Operating Officer of the Company and a member of the Company’s board of directors, is a managing member (“AN”). The AN Note accrues interest at a rate of fifteen percent (15%) per annum. On November 7, 2019, the Company repaid the outstanding balance of the AN Note.
Item 1.01 of this Current Report on Form 8-K contains only a brief description of the material terms of the Mitchell Note and the AN Note, and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such descriptions are qualified in their entirety by reference to the full text of the Mitchell Note and the AN Note, the forms of which are attached as Exhibits 10.1, and 10.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.
| Item 2.03 | Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits. |
SIGNATURE
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 hereunto duly authorized.
| SURGE HOLDINGS, INC. | ||
| Date: November 15, 2019 | By: | /s/ David C. Ansani |
|
David C. Ansani |
||
| Chief Administrative Officer | ||
PROMISSORY NOTE
| $ 250000 | Jack D. and Vanessa J. Mitchell | November 4, 2019 | ||
| Amount | Lender | Date |
FOR VALUE RECEIVED, the Undersigned acknowledges that he is indebted to the Lender in the amount stated herein and promises to pay on or before the date specified to the order of Jack D. And Vanessa J. Mitchell (the “Lender”), the principal sum of two hundred and fifty thousand dollars ($250,000) together with interest thereon from the date hereof to maturity at an annual interest rate of 18%, compounded annually with an additional 100,000 shares of unrestricted common stock.
Said principal sum is due twelve (12) months from the date hereof. All installments, prepayments, and other payments of principal and interest are payable to Lender at ______________ or at such other place as the Lender or holder may hereafter and from time to time designate in writing.
This Note may be prepaid, in whole or in part, without penalty at any time. At maturity, or default or failure to pay any installment of principal and interest required herein, the entire balance shall be immediately due and payable. Any remedy of Lender or holder upon default of the Undersigned shall be cumulative and not exclusive and choice of remedy shall be at the sole election of Lender or holder. The Undersigned agrees to pay all costs of collection, including reasonable attorney’s fees, whether or not any suit, civil action, or other proceeding at law or in equity, is commenced. The Undersigned waives demand, presentment for payment, protest and notice of protest and nonpayment of this Note and expressly agrees to remain bound for the payment of principal, interest and other sums provided for by the terms of this Note, notwithstanding any extension or extensions of the time of, or for the payment of, said principal. No delay or omission on the part of the Lender or holder in exercising any rights shall operate as a waiver of such right. This Note shall be governed by the laws of the State of Tennessee, and each party hereto agrees to venue and jurisdiction in the federal and state courts located in Shelby County, Tennessee.
[Signature Page Follows]
On Demand Promissory Note Page 1 of 2
Executed on November 4, 2019.
| UNDERSIGNED: | |
| Printed Name: Brian Cox | |
| Company: Surge Holdings, Inc. |
| WITNESS: | |
| Printed Name | |
| Signature |
On Demand Promissory Note Page 2 of 2
PROMISSORY NOTE
| $ 100,000 | AN Holdings, LLC | November 6, 2019 | ||
| Amount | Lender | Date |
FOR VALUE RECEIVED, the Undersigned acknowledges that he is indebted to the Lender in the amount stated herein and promises to pay on or before the date specified to the order of AN Holdings, LLC (the “Lender”), the principal sum of one hundred thousand dollars ($100,000) together with interest thereon from the date hereof to maturity at an annual interest rate of 15%. Said principal sum is due as soon as Undersigned receives a capital funding loan from any source.
All installments, prepayments, and other payments of principal and interest are payable to Lender at ________________________ or at such other place as the Lender or holder may hereafter and from time to time designate in writing.
This Note may be prepaid, in whole or in part, without penalty at any time. At maturity, or default or failure to pay any installment of principal and interest required herein, the entire balance shall be immediately due and payable. Any remedy of Lender or holder upon default of the Undersigned shall be cumulative and not exclusive and choice of remedy shall be at the sole election of Lender or holder. The Undersigned agrees to pay all costs of collection, including reasonable attorney’s fees, whether or not any suit, civil action, or other proceeding at law or in equity, is commenced. The Undersigned waives demand, presentment for payment, protest and notice of protest and nonpayment of this Note and expressly agrees to remain bound for the payment of principal, interest and other sums provided for by the terms of this Note, notwithstanding any extension or extensions of the time of, or for the payment of, said principal. No delay or omission on the part of the Lender or holder in exercising any rights shall operate as a waiver of such right. This Note shall be governed by the laws of the State of Tennessee, and each party hereto agrees to venue and jurisdiction in the federal and state courts located in Shelby County, Tennessee.
[Signature Page Follows]
On Demand Promissory Note Page 1 of 2
Executed on November _______, 2019.
| UNDERSIGNED: | |
| Printed Name: Brian Cox | |
| Company: Surge Holdings, Inc. |
| WITNESS: | |
| Printed Name | |
| Signature |
On Demand Promissory Note Page 2 of 2