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

 

July 2, 2021
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)

 

[phone]
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:

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o

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:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

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Item 5.03 Amendments to Articles of Incorporation and designations of the Series A and Series D Preferred Stock. 

 

Effective July 1, 2021, the Company amended its articles of incorporation and the designations of the Series A and Series D Preferred Stock. The Company amended its articles of incorporation to increase the number of authorized common shares to 2,000,000,000 (two billion).

 

The Designation of the Series A Preferred Stock was amended so that the definition of “Qualified Financing” means “any transaction involving the issuance and sale of equity securities of the Corporation that results in gross proceeds to the Corporation of at least $10,000,000 (Ten Million Dollars)”

 

The Designation of the Series D Preferred Stock was amended such that the definition of “Fair Market Value” means as of any date of determination, 80% of the lowest closing price of a share of Common Stock on the principal market or exchange on which such shares are then trading for the 10 (ten) trading days immediately preceding such date.

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Item 9.01 Financial Statements and Exhibits.

 

Exhibit Number	Exhibit
3.1	Amendment to the Articles of Incorporation
3.2	Amendment to the Designation of the Series A Preferred Stock
3.3	Amendment to the Designation of the Series D Preferred Stock

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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.

 

		Friendable, Inc.
Date: July 2, 2021		By: /s/ Robert Rositano Jr.
		Robert Rositano
		CEO

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