UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K/A
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
 
December 2, 2016
 
Date of Report (Date of earliest event reported)
 
Friendable, Inc.

(Exact name of registrant as specified in its charter)
 
Nevada
000-52917
98-0546715
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)
 
1821 S Bascom Ave., Suite 353, Campbell, California 95008

(Address of principal executive offices) (Zip Code)
 
(855) 473-7473

Registrant’s telephone number, including area code
 
 
 
Check the appropriate box below if the Form 8-K 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))
 
EXPLANATORY NOTE
 
On October 7, 2016, Friendable, Inc. (the “Company” ) filed with the Securities and Exchange Commission a Form 8-K (the “ Initial Report ”) for the purpose, among other disclosures, of announcing its entry into a Securities Purchase Agreement (the “ Alpha SPA ”) with and the issuance of a Convertible Note and Warrant to Alpha Capital Anstalt.
 
The purpose of this Amendment No. 1 to the Initial Report (“ Amendment No. 1 ”) is to disclose an agreement to amend certain portions of the Alpha SPA and, in connection with such amendment, the signing of a Funding Commitment Letter by Coventry Enterprises, LLC.
 
 
1
 
 
Item 1.01 Entry into a Material Definitive Agreement.
 
Friendable, Inc. (the “Company” ) entered into a Securities Purchase Agreement, dated October 7, 2016 (the “Alpha SPA” ) with Alpha Capital Anstalt ( “Alpha Capital” ), to issue and sell up to, in principal amount, $1,590,000 of convertible notes, payable in four tranches. The first tranche of $465,000 was funded on October 7, 2016 (the “ Initial Closing Date ”) and the second, third, and fourth tranches of $375,000 were scheduled to be funded, respectively, during the first week of each of November 2016, December 2016, and January 2017 (the subsequent closing dates and, with the Initial Closing Date, each a “ Closing ”).
 
Prior to the November 2016 Closing, the Company and Alpha Capital agreed that Alpha Capital would fund $295,000 in the November 2016 Closing rather than $375,000. After Alpha Capital made such payment, Coventry Enterprises, LLC (“ Coventry ) funded $80,000 as part of the November 2016 Closing.
 
On December 2, 2016, the Company and Alpha Capital entered into an Agreement (the “ Agreement ”) to amend certain portions of the Alpha SPA such that Alpha Capital would only be obligated to pay $295,000 to the Company during each of the December 2016 and January 2017 Closings. On December 2, 2016, Coventry signed a Funding Commitment Letter (the “ Letter ”) to pay, not including fees payable by the Company to Coventry, $80,000 to the Company during each of the December 2016 and January 2017 Closings.
 
The foregoing description is qualified in its entirety by reference to the Agreement and the Letter which are filed herewith as Exhibits 10.1 and 10.2 and incorporated herein by reference.
 
Item 9.01 Financial Statements and Exhibits.
 
Exhibit Number
Exhibit
 
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 hereunto duly authorized.
 
 
Friendable, Inc.  
 
 
 
 
 
Date:  December 2, 2016
By:
/s/ Robert Rositano
 
 
Robert Rositano  
 
 
CEO  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2
EXHIBIT 10.1
 
AGREEMENT
 
 
This Agreement (the “ Agreement ”) is made and entered into as of December 2, 2016 by and among Friendable, Inc., a Nevada corporation (the “ Company ”), and Alpha Capital Anstalt (“ Alpha ”). Capitalized terms used but not defined herein will have the meanings assigned to them in the October 7, 2016 Securities Purchase Agreement and Transaction Documents (as defined below). Capitalized terms defined herein shall be incorporated in the Transaction Documents, as appropriate.
 
WHEREAS, the Company and Alpha entered into a Securities Purchase Agreement (“ SPA ”) and other Transaction Documents (collectively, “ Transaction Documents ”) and Alpha was issued Convertible Notes and Warrants; and
 
WHEREAS, the Company and Alpha would like to amend Schedules 2.1 and 4.9 of the SPA.
 
NOW THEREFORE, in consideration of promises and mutual covenants contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby consent and agree as follows:
 
1.           
Annexed hereto are the amended Schedule 2.1 of the SPA. For the avoidance of doubt, Alpha: (a) has already funded $295,000 in November 2016; and (b) will be funding $295,000 in each of December 2016, and January 2017, pursuant to the amended Schedule 2.1 of the SPA.
 
2.           
Except as specifically described herein, there is no other waiver expressed or implied.
 
3.           
The invalidity or unenforceability of any provision hereof will in no way affect the validity or enforceability of any other provision of the Transaction Documents.
 
4.           
This Agreement shall be binding upon and inure to the benefit of the parties, their successors and assigns.
 
5.           
This Agreement shall be effective upon the execution by all of the parties herein.
 
6.           
This Agreement replaces any Agreement and Assignment that was executed on or about November 7, 2016.
 
7.           
This Agreement may be executed in counterparts, all of which when taken together shall be considered one and the same Agreement and shall become effective when the counterparts have been signed by each party and delivered to the other party, it is being understood that all parties need not sign the same counterpart. In the event that any signature is delivered by facsimile or PDF transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature were an original thereof.
 
 
 
(Signatures to follow)
 
 
1
 
 
IN WITNESS WHEREOF, the Company and the undersigned Purchasers have caused this Agreement to be executed as of the date first written above.
 
 
 
FRIENDABLE, INC.
the “Company”
 
 
 
 
 
 
 
By:  
/s/  Robert A. Rositano Jr.
 
 
 
Name: Robert A. Rositano Jr.
 
 
 
Title: CEO
 
 
 
 
 
ALPHA CAPITAL ANSTALT
the “Purchaser”
 
 
 
 
 
 
 
By:  
/s/  Konrad Ackermann
 
 
 
Name: Konrad Ackermann
 
 
 
Title: Director
 

 
 
 
 
 
 
 
2
 
 
SCHEDULE 2.1 TO THE SPA
 
 
$1,350,000 to be funded as follows:
 
$465,000.00 on the initial Closing Date
 
$295,000.00 on November 7, 2016
 
$295,000.00 on December 5, 2016
 
$295,000.00 on January 4, 2017
 
 
 
 
 
 
 
 
 
 
3
 
 
SCHEDULE 4.9 TO THE SPA
 
 
 
$750,000 to be funded to Hang With as follows:
 
$225,000 on the initial Closing Date payment out of gross Subscription Amount of $465,000
 
$175,000 following the November 2016 payment out of gross Subscription Amount of $295,000
 
$175,000 following the December 2016 payment out of gross Subscription Amount of $295,000
 
$175,000 following the January 2017 payment out of gross Subscription Amount of $295,000
 
The Company will use the net proceeds of the Closings following an aggregate of $750,000 of payments to Hang With (up to $840,000 in the aggregate including $240,000 in expected payments from Coventry Enterprises, LLC) for working capital purposes.
 
 
 
 
 
 
 
 
 
 
4
  EXHIBIT 10.2
 
FUNDING COMMITMENT LETTER DATED DECEMBER 2, 2016
 
 
Dear Mr. Rositano, please let this letter serve as a commitment letter for Coventry Enterprises, LLC to commit to fund the following amounts into Friendable, Inc. (the “Company”) in connection with a Securities Purchase Agreement dated October 7, 2016, as amended, by and among the Company and Alpha Capital Anstalt.
 
 
Date
Amount
Net Amount
On or prior to December 5, 2016
$88,000
$84,000
On or prior to January 4, 2017
$84,000
$80,000
 
Sincerely,
 
 
Coventry Enterprises, LLC
 
/s/ Jack Bodenstein

By: Jack Bodenstein
 
Title: Manager
 
 
 
 
 
 
 
 
 
 
 
 
 
_____
Company Initials