UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): December 20, 2022
Bubblr, Inc.
(Exact name of registrant as specified in its charter)
| Wyoming | 333-260902 | 86-2355916 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
21 West 46th Street New York, NY |
10036 | |
| (Address of principal executive offices) | (Zip Code) | |
| Registrant’s telephone number, including area code: | (647) 646-2263 | |
| 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:
| [_] | 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)) |
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 pursuant to Section 13(a) of the Exchange Act. [_]
Item 1.01. Entry into a Material Definitive Agreement.
On January 10, 2016, Bubblr Limited (“Bubblr UK”), a company organized in the United Kingdom and a wholly owned subsidiary of Bubblr, Inc. (the “Company”), entered into a loan agreement (the “Loan Agreement”) with the founder of Bubblr UK and current officer of the Company, Stephen Morris. As of June 30, 2022, the outstanding principal amount of loan was £316,535 ($385,381). On May 23, 2022, Bubblr UK entered into an amendment to the Loan Agreement to change the loan from a loan payable upon demand to a loan with a maturity date (the “Maturity Date”) on the earlier of (i) the completion of a public offering by the Company, in an amount of at least $7,500,000, or (ii) two years from the date of the amendment. In addition, on a date no later than five (5) business days from the date we complete a bridge financing in an amount of at least $1.5 million, £115,000 (approximately $138,000) is payable as an installment payment on the then outstanding principal amount of the loan, with the balance of the outstanding principal amount of the loan due at the Maturity Date. On September 6, 2022, Bubblr UK entered into a second amendment to the Loan Agreement to increase the outstanding principal amount of the loan by £52,088 (approximately $60,000) in exchange for Mr. Morris canceling his Special 2019 Series A Preferred Stock in the Company, which carried super voting rights.
On December 20, 2022, the Bubblr UK entered into a third amendment to the Loan Agreement to reduce the outstanding principal amount of the loan by £59,543 (approximately $71,540) in exchange for the Company assigning advances receivables of £59,543 whereon Mr. Morris is entitled to amounts received pursuant to such receivables and will bear the risk of non-payment with respect to such receivables. After this assignment, the Company will have no right to receive any amounts collected with respect to such receivables and will have no liability for non-payment of the receivables or any costs of collections.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description | |
| 4.1 | Third Amendment to Loan Agreement, dated December 20, 2022 |
| 2 |
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.
| Dated: December 23, 2022 | Bubblr, Inc. | ||
| By: | /s/ Rik Willard | ||
|
Name: Title: |
Rik Willard Chief Executive Officer |
||
| 3 |
THIRD AMENDMENT TO LOAN AGREEMENT
This THIRD AMENDMENT TO LOAN AGREEMENT (this “Third Amendment”), effective as of December 20, 2022 (the “Effective Date”), is entered into by and between Bubblr, Inc. (the “Company”), Bubblr Limited (the “Borrower”) and Stephen Morris (the “Lender”).
RECITALS
WHEREAS, this Second Amendment is being entered into with reference to that certain Loan Agreement dated January 10, 2016, as amended firstly on May 23, 2022, and subsequently on September 6, 2022 which, as of September 30, 2022 has a principal balance of £368,623 ($411,789) (the “Loan”) at zero percent interest issued by the Borrower in favor of the Lender;
WHEREAS, the parties desire to amend the Loan to deduct £59,543 in principal in exchange for the Borrower assigning the collection of the debt held in Advances Receivables to the Lender in the amount of £59,543
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Definitions.
Capitalized terms used herein without other definition shall have the respective meanings herein assigned to such terms in the Loan.
Section 2. Decrease in Principal
The Loan shall be decreased by £59,543 in principal for a total principal amount of £309,080.
Section 3. Assignment of Accounts Receivables from the Borrower to the Lender.
The Lender herby agrees to accept all risks pursuant to the collection of Advances Receivable owed to the Company to the sum of £59,543 and acknowledges that the Company will no longer have any exposure in regards the Advance Receivables due following the transaction.
Section 4. Effectiveness of Amendment.
The amendment provided in this Amendment shall be conditioned upon, and this Amendment shall not be effective until the execution and delivery of counterparts hereof by the parties hereto.
Section 5. Miscellaneous.
5.1. Loan Ratified. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of, the Holder under the Loan; or be construed to alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Loan, all of which are hereby confirmed and ratified in all respects and shall continue in full force and effect.
5.2. Counterparts; Facsimile Signatures. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. Facsimile signatures shall be considered originals for all purposes.
IN WITNESS WHEREOF, the parties have executed this Amendment effective as of the date first written above.
Bubblr, Inc. (the Company)
By: /s/ Steven Saunders
Name: Steven Saunders
Title: CCO
Bubblr Limited (the Borrower)
By: /s/ Steven Saunders
Name: Steven Saunders
Title: CCO
Stephen Morris (the Lender)
/s/ Stephen Morris
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