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
 
 
December 14, 2018

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))
 
 
 
 
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Item 1.01 Entry into a Material Definitive Agreement.
 
On December 14, 2018, Friendable, Inc. and Fan Pass Inc, (together, the “ Company ”) issued a 12% Convertible Loan or Promissory Note (the “ Note ”) in the principal amount of $100,000 with a maturity date of December 14, 2019 (the “ Maturity Date ”) to Robert G. Bishop Revocable Trust (“ Bishop ”). The Note was funded on December 14, 2018.
 
Interest accrues daily on the outstanding principal amount of the Note at a rate per annum equal to 12% on the basis of a 365-day year. The principal amount of the Note and interest are payable on the Maturity Date. The Note is convertible into common stock, subject to Rule 144, at any time after the issue date: (A) for 100,000 shares of common stock (1.63% equity ownership) of Friendable, Inc., post reverse split and debt restructure, and (B) for 2,000,000 shares of common stock (18.2% equity ownership) of Fan Pass, Inc. In the event of default, the amount of principal and interest on the Note becomes immediately due and payable. Officers Robert Rositano Jr. and Dean Rositano personally guaranteed all the obligations of the Company to the Note holder.
 
The foregoing description of the terms of the Note, does not purport to be complete and is qualified in its entirety by the complete text of the document attached as Exhibit 4.1 to this Current Report on Form 8-K.
 
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
 
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
 
Item 3.02 Unregistered Sales of Equity Securities
 
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
 
The issuance of the securities whose information is set forth in Item 1.01 of this Current Report on Form 8-K were not registered under the Securities Act of 1933, as amended (the “Securities Act”), but qualified for exemption under Section 4(a)(2) of the Securities Act. The securities were exempt from registration under Section 4(a)(2) of the Securities Act because the issuance of such securities by the Company did not involve a “public offering,” as defined in Section 4(a)(2) of the Securities Act, due to the insubstantial number of persons involved in the transaction, size of the offering, manner of the offering and number of securities offered. The Company did not undertake an offering in which it sold a high number of securities to a high number of investors. In addition, these investors had the necessary investment intent as required by Section 4(a)(2) of the Securities Act since they agreed to, and will receive, share certificates bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(a)(2) of the Securities Act.
 
 
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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 21, 2018
By:
/s/ Robert Rositano Jr.
 
 
Robert Rositano  
 
 
CEO  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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EXHIBIT 4.1
 
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY SECTION 3(b) OF THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT)
 
 
  US $100,000.00
 
FRIENDABLE, INC.
&
FAN PASS, INC.
12% CONVERTIBLE LOAN or PROMISSORY NOTE
TERM – 12 MONTHS
DUE - December 14, 2019
 
 
FOR VALUE RECEIVED, Friendable, Inc., (the “ Company ”) and its wholly owned subsidiary Fan Pass, Inc. (the “Sub”) promises to pay to the order of ROBERT G. BISHOP, as Trustee of ROBERT G. BISHOP Revocable Trust Dated April 30, 2018 and any of its authorized successors (the “Holder”) the aggregate principal face amount of One Hundred Thousand Dollars (U.S. $100,000.00) on December 14, 2019 (" Maturity Date ") and to pay interest on the principal amount outstanding hereunder at the rate of 12% per annum commencing on the date hereof. The interest will be paid to the Holder in whose name this Loan/Note is registered on the records of the Company. The principal of, and interest on, this Convertible Loan/Note are payable at 2744 W Casas Drive, Tucson AZ 85742. The Company will pay each interest payment and the outstanding principal due upon this Note before or on the Maturity Date, unless at the Holder’s election, the balance of such Convertible Loan/Note is converted to equity, under the terms of conversion identified herein.
 
This Note is subject to the following additional provisions:
 
1.
This Note may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended (" Act ") and applicable state securities laws. Any conversion (" Notice of Conversion ") shall be presented to the Company in writing, on or before the maturity date of stated Convertible Loan/Note.
 
2.            (a)           The Holder of this Note is entitled, at its option, and after full cash payment under the terms of this Convertible Loan/Note agreement are transferred to the Company, to (“Convert”) the total balance of the Convertible Loan/Note, plus interest. Interest will be calculated based on any conversion that may occur, prior to the 12-month maturity date. Holder, upon such election to convert the Convertible Loan/Note, shall be entitled to receive shares in both Friendable, Inc. (the “Parent Company”) and Fan Pass, Inc. (the “Subsidiary).
 
 
1
 
 
Upon conversion, the Holder shall receive shares as follows:
 
Friendable, Inc. - ONE HUNDRED THOUSAND (“100,000”) SHARES
COMMON STOCK (Post split & debt restructure)
TOTAL - 1.63% EQUITY OWNERSHIP
 
Fan Pass, Inc. – TWO MILLION (“2,000,000”) SHARES COMMON STOCK
TOTAL – 18.2% EQUITY OWNERSHIP
 
 
(b)            Upon a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series of related transactions, a reclassification, capital reorganization or other change or exchange of outstanding shares of the Common Stock, or any consolidation or merger of the Company with or into another person or entity in which the Company is not the surviving entity (other than a merger which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock, the Holder, convert at any time prior to the maturity date and receive credit for 12 months of interest on an accelerated basis.
 
(c)            In case of any Sale Event in connection with which this Convertible Loan/Note is not redeemed or converted, the Company shall cause effective provision to be made so that the Holder of this Note shall have the right thereafter, by converting this Note, to purchase or convert this Note into the kind and number of shares of stock or other securities or property (including cash) receivable upon such reclassification, capital reorganization or other change, consolidation or merger. The foregoing provisions shall similarly apply to successive Sale Events, as determined by the Board of Directors of the Company or successor person or entity acting in good faith.
 
3.            No provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, and interest on, or allowing Holder to Convert this Convertible Loan/Note into shares at the time, place, and rate, and in the form, herein prescribed, at the election of the Holder.
 
If the Company should default in the payment of principal or interest on this Note or any other note issued to the Holder;
 
Then, or at any time thereafter, unless cured within ten (10) days, and in each and every such case, unless such Event of Default shall have been waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) at the option of the Holder and in the Holder's sole discretion, the Holder may consider this Note immediately due and payable, without presentment, demand, protest or (further) notice of any kind (other than notice of acceleration), all of which are hereby expressly waived, anything herein or in any note or other instruments contained to the contrary notwithstanding, and the Holder may immediately, and without expiration of any period of grace, enforce any and all of the Holder's rights and remedies afforded by law.
 
 
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4.            Neither this Convertible Loan/Note nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the Company and the Holder.
 
5.            The Company will give the Holder direct notice of any corporate actions including but not limited to name changes, stock splits, recapitalizations etc. This notice shall be given to the Holder as soon as possible under law.
 
6.            The Company will keep in close communications with updates regarding the progress in executing the special stock offering/fund raising and implementing the Fan Pass operations.
 
7.            Robert a Rositano Jr and Dean Rositano unconditionally guarantee all the obligations of the Borrower under this Note and expressly agrees that any modifications or extensions of this Note shall in no way impair its guarantee.
 
8.            This Note shall be governed by and construed in accordance with the laws of California applicable to contracts made and wholly to be performed within the State of California and shall be binding upon the successors and assigns of each party hereto. The Holder and the Company hereby mutually waive trial by jury and consent to exclusive jurisdiction and venue in the Superior Court of California, County of Santa Clara or in the Federal District Court, Northern District of California. The email transmission of an executed version of this Note shall be effective as an original.
 
 
 
 
 


 
3
 
 
IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by an officer thereunto duly authorized.
 
 
Dated: December 13, 2018
 
 
FRIENDABLE, INC.
FAN PASS, INC.
 
 
 
 
 
 
/s/Robert A Rositano
By: ROBERT A ROSITANO JR
Title: CEO
 
 
 
 
/s/Dean Rositano
By: DEAN ROSITANO
Title: CTO
 
 
 
 
Holder:
  /s/   Robert G Bishop
 
 
 
 
By:  
Robert G Bishop
 
 
Title:  
Trustee
 
 
 
4
 
 
  EXHIBIT A
 
 
NOTICE OF CONVERSION
 
(To be Executed by the Registered Holder in order to Convert the Loan/Note)
 
The undersigned hereby irrevocably elects to convert $___________ of the above Note into _________ Shares of Common Stock of Friendable, Inc. and/or Fan Pass, Inc. (“ Shares ”) according to the conditions set forth in such Convertible Loan/Note, as of the date written below.
 
If Shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer and other taxes and charges payable with respect thereto.
 
Date of Conversion:
 
Signature:
 
 
[Print Name of Holder and Title of Signer]
Address:
 
 
 
 
 
SSN or EIN:
 
Shares are to be registered in the following name:
 
 
 
Name:
 
Address:
 
Tel:
 
Fax:
 
SSN or EIN:
 
 
 
Shares are to be sent or delivered to the following account:
 
 
 
Account Name:
 
Address:
 
 
 
 
 

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