Current Report Filing (8-k)

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

Date of Report:  September 15, 2015

 

CROWDGATHER, INC.

(Exact name of registrant as specified in its charter)

 

 

NEVADA		000-52143		20-2706319
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

 

23945 CALABASAS ROAD, SUITE 115, CALABASAS, CA  91302

(Address of Principal Executive Offices) (Zip Code)

 

[phone]

Registrant's telephone number, including area code

 

______________________________________________

 (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))

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SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONSItem 1.01 Entry into a Material Definitive Agreement



On
September 15, 2015, the Company issued a Promissory Note for $10,000 received
from James Sacks, A member of the Company's Board of Directors. The proceeds of
the note will be used for general working capital.  Under the terms of the Note, the Company
agrees to repay the $10,000 including interest at 12%, is due March 13, 2016.

On
September 15, 2015, the Company issued a Promissory Note for $10,000 received
from Hazim Ansari, A member of the Company's Board of Directors. The proceeds
of the note will be used for general working capital.  Under the terms of the Note, the Company
agrees to repay the $10,000 including interest at 12%, is due March 13, 2016.

On
September 17, 2015, the Company issued a Promissory Note for $10,000 received
from Richard Corredera, the Company's CFO. The proceeds of the note will be
used for general working capital. Under the terms of the Note, the Company agrees to repay the $10,000 including
interest at 12%. The Note, including interest, is due March 15, 2016.




SECTION 9 - FINANCIAL STATEMENTS AND
EXHIBITS

Item 9.01 Financial Statements and Exhibits

(d) Exhibits. The following is a
complete list of exhibits filed as part of this Report. Exhibit numbers
correspond to the numbers in the exhibit table of Item 601 of Regulation S-K.


 

  

  
Exhibit No.
  
  

  
Description
  
 
 

  

  
10.1
  
  

  
Form of  Promissory
  Note
  
 
 

  

  
  
  

  
  
 

 
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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.

 

CROWDGATHER, INC.



By:/s/ Sanjay Sabnani

Sanjay Sabnani, Chief Executive Officer



Date: September 
18, 2015





 
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EXHIBIT
10

NEITHER THIS
COMMERCIAL PROMISSORY NOTE NOR THE SHARES OF COMMON STOCK UNDERLYING THIS
COMMERCIAL PROMISSORY NOTE WERE ISSUED IN A REGISTERED TRANSACTION UNDER THE
SECURITIES ACT OF 1933 (AS AMENDED, THE "SECURITIES ACT"). THE
SECURITIES EVIDENCED HEREBY MAY NOT BE TRANSFERRED WITHOUT (1) AN OPINION OF
COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER MAY BE LAWFULLY MADE
WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND ALL APPLICABLE STATE
SECURITIES LAW; OR (ii) SUCH REGISTRATION.

CROWDGATHER, INC.

A Nevada Corporation

UNSECURED

COMMERCIAL PROMISSORY NOTE

$10,000 DATE:
September __, 2015

FOR VALUE
RECEIVED, the undersigned, CrowdGather, Inc., a Nevada corporation (hereinafter
"Maker"), promises to pay to ___________ (Holder) at such place as
the Holder may designate in writing, the principal sum of TEN THOUSAND DOLLARS
($10,000), together with interest at 12% per annum thereon, payable in full on
March __, 2016.

In event
Maker shall (i) default in the performance of any of the obligations, covenants
or agreements legally imposed by the terms of this Promissory Note, or (ii)
apply for or consent in writing to the appointment of a receiver, trustee, or
liquidator of Maker or (iii) file a voluntary petition in bankruptcy, or admit
in writing Maker's inability to pay Maker's debts as they come due, or (iv)
make general assignments for the benefit of creditors, or (v) file a petition
or answer seeking reorganization or rearrangement with creditors or taking
advantage of any insolvency law, or (vi) file an answer admitting the material
allegations of a petition filed against Maker in any bankruptcy,
reorganization, insolvency or similar proceedings, at the option of the Holder,
the whole indebtedness evidenced hereby may be declared due and payable whereupon
the entire unpaid principal balance of this Promissory Note and all interest
accrued thereon from last payment date at twelve (18%) per annum shall
thereupon at once mature and become due and payable without presentment or
demand for payment or notice of the intent to exercise such option or notice of
the exercise of such option by the Holder, or notice of any kind, all of which
are hereby expressly waived by Maker and may be collected by suit or other
legal proceedings.

If all or any
part of the amount of this Promissory Note be declared due in accordance with
the other provisions hereof, or if any installment herein provided is not paid
when due, the principal balance as the case may be, shall bear interest at the
lesser of (i) twelve percent (12%) per annum, or (ii) the Maximum Rate allowed
under applicable law until paid in full or until the Promissory Note is
reinstated. Notice of Default shall be given, in writing, to Maker, after five
days after occurrence of default. Maker shall have 10 days after written Notice
of Default, within which to cure the default plus interest at default rate,
legal fees and costs incurred.

Except as
otherwise provided herein, the undersigned and all sureties, guarantors and
endorsers of this Promissory Note severally waive all notices, demands, presentments for payment, notices of
non-payment, notice of intention to accelerate the maturity, notices of
acceleration, notices of dishonor, protest and notice of protest, diligence in
collecting or bringing suit as to this Promissory Note and as to each, every
and all installments hereof and all obligations hereunder and against any party
hereto and to the application of any payment on this obligation, or as an
offset hereto, and agree to all extensions, renewals, partial payments,
substitutions or evidence of indebtedness and the taking, release or
substitution of all or any part of the security or the release of any party
liable hereon with or without notice before or after maturity.

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It is the
intention of the parties hereto to comply with the usury laws applicable to
this loan if any, accordingly it is agreed that notwithstanding any provision
to the contrary in this Promissory Note or in any of the documents securing
payment hereof no such provision shall require the payment or permit the
collection of interest in excess of the maximum permitted by law. If any excess
of interest is provided for, contracted for, charged for or received, then the
provisions of this paragraph shall govern and control and neither the Maker hereof
nor any other party liable for the payment hereof shall be obligated to pay the
amount of such excess interest. Any such excess interest which may have been
collected shall be, at the Holder's option, either applied as a credit against
the then unpaid principal amount hereof or refunded to Maker. The effective
rate of interest shall be automatically subject to reduction to the maximum
lawful contract rate allowed under the usury laws as now or hereafter
construed. It is further agreed that without limitation of the foregoing, all
calculations of the rate of interest contracted for, charged for, or received
under this Promissory Note which are made for the purposes of determining
whether such rate exceeds the maximum lawful rate, shall be made, to the extent
permitted by law, by amortizing, prorating, allocating and spreading in equal
parts during the full stated term of this Note, all interest contracted for,
charged for or received from the Maker or otherwise by the Note Holder.

In the event
this Note is placed in the hands of an attorney for collection (whether or not
suit is filed), or in the event it is collected by suit or through bankruptcy,
probate, receivership or other legal proceedings (including foreclosure), the
undersigned hereby agrees to pay to the Holder as attorney's fees a reasonable
amount in addition to the principal and interest then due hereon, and all other
costs of collection.

IN WITNESS
WHEREOF, Maker has fully executed this Promissory Note as of the date first
above written.

CROWDGATHER, INC.,

 (A Nevada Corporation)



 




By:___________________________



 



 



 




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