APT Systems Inc (APTY)

[crazy horse 0]

tem 1.01. Entry Material Agreement



Paying Debt created by an earlier Material Definitive Agreement with RDW Capital, LLC.



On November 1, 2016, APT Systems, Inc. (“we,” “us,” “our,” or “Company”) issued a $52,500.00 convertible debenture (the “Debenture”) to RDW Capital, LLC (“Buyer”), in exchange for $50,000.00 in cash, which was funded in full by November 11, 2016. The Debenture bears interest at 5% per annum. The principal amount as well as the accrued and unpaid interest under the Debenture as agreed was due and payable on May 4, 2017. The Debenture contained representations, warranties, events of default, beneficial ownership limitations, and other provisions that are customary of similar instruments. At any time while the Debenture was outstanding, we could redeem any portion of the principal amount of the Debenture by making a payment of 130% multiplied by the prepayment amount plus the applicable accrued and unpaid interest.



On May 4, 2017 half of the Debenture and interest was repaid and $26,250.00, the outstanding balance of the Debenture, was further extended for an additional six months to November 6, 2017 by mutual agreement without cause for conversion. We notified the Buyer of our intent to repay balance and interest on November 5, 2017.



On November 20, 2017, APT Systems, Inc. replaced a misdirected wire transfer to the Buyer’s bank for the balance requested being $25,714.73 and the Buyer confirmed receipt.



Item 3.02.
Unregistered Sales of Equity Securities



Paying Debt through partial conversion of the RDW Capital, LLC Debenture



On November 1, 2016, APT Systems, Inc. (“we,” “us,” “our,” or “Company”) issued a $52,500.00 convertible debenture (the “Debenture”) to RDW Capital, LLC (“Buyer”), in exchange for $50,000.00 in cash. The Buyer undertook a partial conversion of the convertible Debenture for the principal amount of $7,500.00 in exchange for 1,923,077 common shares at .0039 cents per share on November 8, 2017. The outstanding debt was reduced accordingly prior to repayment of balance $18,750.00 (plus interest and fees) due on November 6, 2017.



Item 9.01.
Financial Statements and Exhibits



No 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.











APT SYSTEMS, INC

(Registrant)






By:


/s/ Joseph Gagnon

Name:


Joseph Gagnon

Title:


Director and Corporate Secretary



Dated: December 5, 2017

8-K out:

http://google.brand.edgar-online.com/displayfilinginfo.aspx?FilingID=12416807-901-6444&type=sect&TabIndex=2&companyid=882543&ppu=%252fdefault.aspx%253fsym%253dAPTY

$APTY