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
May 31, 2019
Date of
Report (Date of earliest event reported)
Friendable, Inc.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-52917
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98-0546715
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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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))
Item 3.02 Unregistered Sales of Equity Securities.
On May
31, 2019, the Company sold 150,000 shares of its Series B Preferred
Stock pursuant to a subscription agreement with JP Carey Limited
Partners LP for a total purchase price of $150,000. Simultaneously
therewith, the Company and JP Carey entered into a promissory note
in the amount of $150,000; such amount being equal to the purchase
price of the Series B shares. The note is due on or before November
31, 2019.
A
holder of Series B Preferred Stock has the right to convert their
Series B Preferred Stock into fully paid and non-assessable shares
of Common Stock. Initially, the conversion price for the Series B
Preferred Stock is $.25 per share on a post reverse-split basis.
The Company has authorized an 18,000 for one reverse split that has
not yet been declared effective.
Additionally,
each share of Series B Preferred Stock shall be entitled to a pro
rata portion of an amount equal to 10% (Ten Percent) of the Net
Revenues (“Net Revenues” being Gross Sales minus Cost
of Goods Sold) derived from the subscriptions and other sales, but
excluding and net of Vimeo fees, processing fees and up sells,
generated by Fun Pass Inc., the wholly-owned subsidiary of the
Corporation. The Series B Dividend shall be calculated and paid on
a monthly basis in arrears starting on the day 30 days following
the first day of the month following the initial issuance of the
Series B Preferred and continuing for a period of 60 (Sixty)
months.
The
shares were sold pursuant to an exemption from registration under
Section 4(a)(1) of the Securities Act of 1933 and Rule 506 of
Regulation D.
Item 9.01 Financial Statements and Exhibits.
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.
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Friendable, Inc.
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Date: June
13, 2019
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By:
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/s/ Robert Rositano Jr.
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Robert
Rositano
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CEO
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