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...they are all scumbags starting with the guy who put the deal together.
Right on. I called NJ corp attorney. He dodged my call.
THE HEAD SCAMSTER'S NAME IS "NG"...LIKE IN "NO GOOD".
Yeah, they are friggin' scamsters!!!!!
"Reasons for the Corporate Actions.
The Board of Directors of the Company believes that the Corporate Actions (that is, the increase in authorized shares of common stock, coupled with reverse stock split), will provide us with increased flexibility in meeting future corporate needs and requirements. The Corporate Actions will provide additional authorized shares of common stock which will be available for issuance from time to time as determined by the Board of directors for any proper corporate purpose. These purposes may include future equity financings, debt conversion or stock for stock transactions in connection with a potential acquisition candidate. These matters can be accomplished without the expense and delay associated with a special shareholders’ meeting, except where required by applicable rules, regulations and laws. In evaluating whether or not to authorize the Corporate Actions, particularly as it relates to a reverse stock split, our Board of Directors took into account various negative factors associated with reverse stock splits, including;
?
the negative perception of reverse stock splits held by some investors, analysts and other stock market
participants; and
?
the fact that the stock price of some companies that have implemented reverse stock splits has subsequently
declined back to pre-reverse stock split levels.
After considering the foregoing factors, the Board of Directors determined that the Corporate Actions, including the reverse stock split, is in our best interests and that of our shareholders. [REALLY, HOW?]
As stated in its quarterly and annual filings with the Securities and Exchange Commission, the Company is a “shell company” and its principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with an existing business. The Company’s management continues to seek business opportunities that provide long term growth potential. However, as of the date of this filing, the Company has not entered into any letter of intent or formal or definitive agreements with any party, regarding business opportunities for the Company. Moreover, the Company does not anticipate that a business combination will occur at any time prior to December 31, 2018. The Company can not predict, however, that such business combination will occur on or about such date or at all, nor can the Company predict the type of business operation or terms and conditions of any such combination ."
nothing to do with our POS. Off subject...like Ron's lady
Something good to post:
https://www.googleadservices.com/pagead/aclk?sa=L&ai=Cv38a9aaGW56WBtnavgLQwJ64DKmU3YpT8sr94-AH4drqjowOEAEgjJqAH2DJhoCAtKTYD6ABpsCM_wPIAQngAgCoAwGqBIICT9BW_H7Ew3S_BHSfLWsPw6_dr3ldz1hbk-eoGqRrPSRKjJGcDy7OgrkTPbeI_TX4EDairiqQyqcn4HXoyXwza4D0-W3-kntjOBUYWzg7cjNnt9Koa5k_ywf9qo4b-xxYhJYSeKp6FkgyLHzhKSDtMZMTbqm7jqfHTFz4huJ2IbScQG48DZV5Oh-8DyeQLR08eF2lylPyqMDDIyPoHZMr90-ki5uYItCE-cuv4BWdPvYt1-GWwrbYXbwtH-pypnZQ-DUysSLJTApziTr3qLAjBADQ5IWqnpiRZ0DNlNykFLqa9O_xso66cszaYOnnuMEVWnu0mXSGJQL0KHmmFZhT1pCd4AQB-gUGCCUQARgAoAYugAfCv3OoB47OG6gH2csbqAfPzBuoB6a-G6gHmM4b2AcAwAgB0ggHCIBhEAEYAYAKA9gTCw&num=1&cid=CAASEuRookGDivmonHusVLYIhxvNjw&sig=AOD64_2wdpg851CmrssUWeMfuIgp_W3Y8w&adurl=clickserve.dartsearch.net/link/click%3F%26%26ds_e_adid%3D286770178767%26ds_e_matchtype%3Dcontent%26ds_e_device%3Dc%26ds_e_network%3Dd%26%26ds_url_v%3D2%26ds_dest_url%3Dhttps://www.venus.com/productlanding.aspx%3FBRANCH%3D24~95~%26ProductDisplayID%3D43933%26clr%3DASQ%26sc%3DXWEBSMA75%26cm_mmc%3DRemarketing-_-Google-_-UN-_-UNK-DRM_Segmented_Visitors-Criteo_CM&client=ca-pub-4126841628148290
MF's!!!!!
They should just effen delist this POS, and whip out all the shareholders.
Really...didn't know that.
Why the EFF would a company go thru the effort and expense of a R/M, and then not follow thru with a full-disclosure IR program.
Just doesn't make sense.
http://ih.advfn.com/p.php?pid=nmona&article=78074044
Late filing..what else is new!!!!
So you did a reverse merger, NOW WHAT?
Discloure of WTF is going on...
We need updated disclosure.
+9,900% so far today. REALLY?
OK< we're ready for the S-1. Any idea when it's going to be filed?
or "odormeter"?
Hey Management; How about some news??????
It's pretty long, but it doesn't matter since it's not related to our Company. TOO baad.
This would be too good to be true...
https://www.zacks.com/zer/report/SRCL?t=SRCL&ticker=SRCL
Very interesting find. Wish it does. Checking...
It's not that it actually traded. It's an adjustment. The MM's have to balance their positions, so at least one of them was long or short shares.
Anyone know when the S-1 will be filed?
...I understand I hope we're not n the same duck boat.
I have a feeling that Sharps is going to work out; however, since the price is going to start at $1.85, and the fact that there will still be a ton of "cheap" paper around, I hope to be around long enough to see it all come together. And, by the way new management, please make sure all insider stock is Restricted.
Also, new management: please start an IR Program.
Where have all the good guys gone? BostonRon, Kingman, etc.
Does anyone give a crapola?
FRIENDABLE, INC. : Entry into a Material Definitive Agreement, Financial Statements and Exhibits (form 8-K)
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07/02/2018 | 05:30pm EDT
Item 1.01 Entry into a Material Definitive Agreement.
Share Exchange Agreement
On June 27, 2018, Friendable, Inc., a corporation organized under the laws of Nevada (the "Acquiror" or "Company"), shareholders of the Acquiror (the "Acquiror Principal Shareholders"), and Sharps Technology, Inc., a corporation organized under the laws of Wyoming (the "Acquiree") entered into a Share Exchange Agreement (the "Agreement") pursuant to which each person who is a shareholder of the Acquiree (the "Acquiree Shareholders") (who are the holders of all of the issued and outstanding shares of common stock of the Acquiree (the "Acquiree Interests")) have agreed to transfer to the Acquiror, and the Acquiror has agreed to acquire from the Acquiree Shareholders, all of the Acquiree Interests, in exchange for the issuance of 17,000,000 shares of Acquiror's common stock to the Acquiree Shareholders (the "Acquiror Shares"), which Acquiror Shares shall constitute approximately 85.00% on a fully diluted basis of the issued and outstanding shares of Acquiror Common Stock immediately after the closing of the transactions contemplated herein, in each case, on the terms and conditions as set forth in the Agreement. The 17,000,000 share number is subject to adjustment for any shares of Acquiree issued subsequent to June 27, 2018 for financing purposes. The transaction shall be consummated upon the satisfaction of certain closing conditions set forth in the Share Exchange Agreement which include but are not limited to: a reverse split of the Acquiror's outstanding common stock so that no more than 3,000,000 shares will be outstanding in total prior to issuance of the Acquiror Common Stock, exchange of $1.5 million principal amount of notes for $1.5 million principal amount of post-closing notes and disposition of its Fan Pass, Inc. business and filing of an S-1 Registration Statement with respect thereto.
For accounting purposes, the Share Exchange will be treated as an acquisition of Acquiror and a recapitalization of Acquiree. Acquiree will be the accounting acquirer, and the result of its operations carryover.
In issuing the Acquiror Shares to the Acquiree Shareholders, the Company will rely upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as, among other things, the transaction did not involve a public offering and the securities were acquired for investment purposes only and not with a view to or for sale in connection with any distribution thereof.
2
Disposition of Fan Pass, Inc.
On June 27, 2018, Acquiror, Acquiree and Fan Pass, Inc. entered into a Spin Off Agreement pursuant to which the Acquiror shall distribute 100% of the issued and outstanding stock of Fan Pass, Inc. to the Acquiror's shareholders existing immediately prior to the Closing. The Spin Off Agreement also requires that Fan Pass, Inc. file a registration statement on Form S-1 for the registration of all of its shares distributed to Acquiror's shareholders.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description
10.1 Form of Share Exchange Agreement
10.2 Form of Spin Off Agreement
© Edgar Online, source Glimpses
How many people bought in with this: http://ir.friendable.com/wp-content/uploads/2017/01/FDBL-Fact-Sheet-2017.pdf
let's let the s-1 come out, and then go after the bros.
With this reverse merger, shouldn't all insider and control stock (common and preferred) become restricted?
You are absolutely correct1!!!
There should be a shareholder derivative action.
The silicon brothers.
more poop II:
(t) Exchange of outstanding Notes of Acquiror as set forth on Schedule 9.2(u) for an aggregate of $1,500,000 (post-Closing) of Acquiree convertible notes convertible at a conversion price equal to $1.25 per share.
here's more poop to process:
Options
The following individuals have received options to purchase Common Stock in the amounts set forth next to their respective names:
Soren Christianson
200,000
Tony Mulone
200,000
Armine Cline
100,000
Pat Folcarelli
20,000
Cindy Dannar
20,000
Steven Hertz, MD
100,000
All of the options are exercisable at $0.50 per share for a period of five years, except for the options held by Steven Hertz, MD which are exercisable at $0.80 per share. The options vest on the same vesting schedule as the shares set forth in 4.7(a) above.
So what everyone is saying, anyway the cake is cut, we longs are going to get ukfayed.
Leaving for my son's basketball doubleheader... Talk with guys in the AM.
$1.7Billion in Medical Waste + $70Million in Pharmaceutical
https//www.sec.gov/Archives/edgar/data/1414043/0000165495418007257/exhibit_10-2.htm