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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 16, 2018
AIRBORNE WIRELESS NETWORK |
(Exact name of registrant as specified in charter) |
Nevada |
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333-179079 |
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27-4453740 |
(State or Other Jurisdiction |
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(Commission |
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(IRS Employer |
of Incorporation) |
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File Number) |
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Identification No.) |
4115 Guardian Street, Suite C, Simi Valley, California 93063
(Address of principal executive offices and zip code)
(805) 583-4302
(registrant’s telephone number, including area code)
N/A
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 (17 CFR 240.12b-2)
x 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 o
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Item 1.01 Entry into a Material Definitive Agreement.
On March 16, 2018, Airborne Wireless Network, a Nevada corporation (the “ Company ”), entered into an amendment (the “ Note Amendment ”) to its promissory note, dated September 15, 2017 (the “ Promissory Note ”), issued to Black Mountain Equities, Inc. (“ Black Mountain ”), pursuant to which the Company is obligated to repay Black Mountain $287,000 in aggregate principal, plus interest. The purpose of the Note Amendment is to extend the maturity date from March 15, 2018 to June 14, 2018 and to increase the original principal amount outstanding under the Promissory Note to $305,500. All other terms and conditions of the Promissory Note are unaffected by the Note Amendment.
There is no material relationship between the Company or its affiliates and Black Mountain other than in respect of the Promissory Note, as amended by the Note Amendment. This description of the Note Amendment does not purport to be complete and is qualified in its entirety by reference to the terms of the Note Amendment, which is attached hereto as Exhibit 4.1 and incorporated herein by this reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information provided under Item 1.01 “Entry into a Material Definitive Agreement” is incorporated herein by reference.
(d) Exhibits
Exhibit No. |
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Exhibit Description |
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2 |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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AIRBORNE WIRELESS NETWORK |
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Date: March 20, 2018 |
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/s/ J. Edward Daniels |
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J. Edward Daniels |
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President, Treasurer and Secretary |
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EXHIBIT 4.1
AMENDMENT
TO THE $287,500 PROMISORRY NOTE DATED September 15, 2017
This Amendment (this “ A greement ” ) is entered into as of March 16, 2018 (the “ Effective Date ”), by and between Airborne Wireless Network, a Nevada corporation (the “ C ompany ”) and Black Mountain Equities, Inc. (the “ Holder ”) collectively, the Company and Holder shall be referred to as the “ Parties ” and each a “ Party.”
RECITALS:
WHEREAS , on September 15, 2017 (the “ Issuance Date ”), the Company and the Holder entered into a Promissory Note (the “ N ote ”) pursuant to which the Company promised to pay $287,500 (the “ Original Principal Amount ”).
WHEREAS , the parties hereto desire to enter into this Amendment to the Note.
N OW, THEREFORE , for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:
1) The Maturity Date is hereby extended to June 14, 2018.
2) The Original Principal Amount is hereby amended to $305,500
ALL OTHER TERMS AND CONDITIONS OF THE NOTE REMAIN IN FULL FORCE AND EFFECT.
Please indicate acceptance and approval of this amendment dated March 16, 2018 by signing below:
/s/ Michael J. Warren | /s/ Adam Baker | |||
Michael J. Warren | Adam Baker | |||
Airborne Wireless Network | Black Mountain Equities, Inc. | |||
Chief Executive Officer |
Principal |