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Friendable to Spin-Off New Fan Pass Mobile App in Stand-Alone Subsidiary
Friendable Shareholders to Retain 51% Ownership in New Fan Pass, Inc.
CAMPBELL, CA--(Marketwired - Aug 3, 2017) -
Friendable, Inc. (OTC PINK: FDBL), a mobile and social focused technology company, today announced its most recent developments following the Company's initial beta testing of its Fan Pass mobile app. Fan Pass is the Company's latest mobile app, developed to provide live streaming video so that fans can watch exclusive back-stage and uncensored video content of their favorite celebrity or performing artist. The Company launched its first mobile app in late 2013 as a location based dating app that eventually found its niche as a social networking app now known as Friendable.
"After several months of corporate development and investment negotiations, we are pleased to announce that the Company has created a dynamic path forward for both the Friendable and the new Fan Pass application, with a recently negotiated funding for working capital," stated Friendable CEO, Robert A. Rositano Jr.
"Fan Pass was originally slated and on target for a February 2017 release. However, continued development delays from the Company's partner Hang W/, along with other factors disclosed in the Friendable's 10k filing earlier this year, pushed back the release, and management determined that Friendable's strategic marketing and development relationship with our partner had fallen significantly short of the Company's expectations. As a result, Friendable has moved forward with what management believes to be the right path for the Company and its two apps. which includes the recent formation of Fan Pass, Inc."
"Friendable intends to immediately dividend shares to all Friendable stock holders of record and prepare a registration statement for Fan Pass, Inc. to commence trading on the OTC exchange in the coming months. Additionally, the Company is taking delivery and full ownership of the existing technology and work product completed to date. Following this delivery, the Fan Pass application development will proceed forward utilizing Friendable's resources, rather than those of our previous partner."
"The Company has been quiet in recent months due to the confidential nature of the negotiations with our funding partners, as well as the issues surrounding our partner relationship. I would like to send my sincere apologies to our shareholders that had requested information on the status of both Fan Pass and Friendable over the previous months, as we were simply advised to stay quiet until an agreement was reached. We have been through several rounds of negotiations to achieve this short-term financing that allows Friendable to pursue our strategy for diversification and are pleased to announce its completion," continued Rositano Jr., CEO.
"This said, Friendable, Inc. is pleased to announce that the Company has recently entered into a Securities Purchase Agreement with Alpha Capital to provide short term working capital to assist the Company in achieving its next milestone and Fan Pass spin-off. One of our first orders of business will include the issuance of Fan Pass, Inc. shares to be provided to all Friendable shareholders of record as a distribution, dividend or other method best suited for this transfer."
"This is only the first of many steps that we believe can lead to the evolution of Friendable, creating a secondary opportunity that could become management's main driver in creating future value for the Company and our shareholders and thank all of our supporters for continuing to believe in management's ability to find solutions in a technology marketplace that is rapidly iterating," concluded Rositano, Jr.
About Friendable (www.friendable.com)
Friendable, Inc. is a mobile technology company that develops, acquires, and invests in mobile applications with a social focus. In 2013, the Company released its flagship product Friendable, a mobile social application where users can create one-on-one or group-style meetups for food, drinks, live music, or any occasion. In 2017, Friendable, Inc. plans to release "Fan Pass", a live streaming video application where fans can watch exclusive video content of their favorite celebrities by subscribing to celebrity channels. Through the Friendable and Fan Pass mobile applications, Friendable Inc. aims to become the premier social platform dedicated to connecting and engaging users to expand connections beyond today's existing limitations.
Visit our social media properties
Facebook: http://facebook.com/friendable
Twitter: https://twitter.com/friendableapp
Instagram: https://www.instagram.com/friendableapp/
Cautionary Language Concerning Forward-Looking Statements
This press release contains forward-looking statements. The words or phrases "would be," "will allow," "intends to," "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project," or similar expressions are intended to identify "forward-looking statements." Actual results could differ materially from those projected by Friendable, Inc. The iTunes rankings should not be construed as an indication in any way whatsoever of the future value of the Friendable's common stock or its present or future financial condition. The public filings of Friendable, Inc. made with the Securities and Exchange Commission may be accessed at the SEC's Edgar system at www.sec.gov. Statements made herein are as of the date of this press release and should not be relied upon as of any subsequent date. Friendable, Inc. cautions readers not to place reliance on such statements. Unless otherwise required by applicable law, Friendable, Inc. does not undertake, and Friendable, Inc. specifically disclaims any obligation, to update any forward-looking statements to reflect occurrences, developments, unanticipated events or circumstances after the date of such statement.
Company Contact:
Phone: (855) 473-7473
Email: Info@friendable.com
www.friendable.com
News Provided by Marketwired via QuoteMedia
Thu Aug 3rd, 2017
Friendable to Spin-Off New Fan Pass Mobile App in Stand-Alone Subsidiary
Thu Mar 23rd, 2017
Friendable App Metrics Up, Organic Growth Continues
Tue Feb 14th, 2017
Friendable Provides Shareholder Update
Read All News
That mean that we merged:
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.
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.
But, we have to see what happens next....
Maybe we could merge with LGMH...
Hey Bros: How 'bout a holiday gift!!!!!!!!!!!
And, their last known phone number does not answer. Wish I knew Melvin Belli...
The Bros should hire us to restructure this puppy in the best interests of the public shareholders. We have enough skin in the game, so we don't have to get a fee to do it.
I'm on the same page, but when will the bros. let the public in on their secrets? That's the question.
So, Ron, we are effectively looking for a R/S. No?
My gut feeling is that something big could be brewing.
What makes you think they are "fraudsters"?
Anyone know what's going on?
For the record, I also have not sold any stock.
Smart idea, Ron. Tell them?
We longs need a prayer!
Right on, Ron. Now, can you get the Bros. to start a PR/IR Program?
Well, U know what I mean...
From your mouth...
very true, SSI
https://www.topappslike.com/friendable/ This is amazing. Why don't the Bros. promote it?
So, you're saying the only reason for they're keeping the stock in compliance with regard to the filings IS to continue the issuance of the toxic debt. RIGHT?
It's "disclosure" and "non-disclosure".
I know that, but it's evidence.
http://ir.friendable.com/wp-content/uploads/2017/01/FDBL-Fact-Sheet-2017.pdf
This is why we bought in.
UR 100% correct. So, add to your charges: "Violation of Disclosure".
Just announced: FB is going into online dating...
Hey Ron:
Good to hear from you. Been a long time.
Caught this typo from your post>>>"The app is being prepared for full launch in early 2017." . Did you mean 2019?
Registered holders do not include "street name" shareholders.
Hey, RU right, Crazzz. Have't seen his post in a long time. Wonder if he bailed...like Ron...????????????????
Again, who has the Company's telephone number?
But, how come the telephone number is no longer in service??????
10K!!!!!!
https://fintel.io/doc/www.sec.gov/Archives/edgar/data/1414043/000165495418003481/friendable_nt10k-17340.htm
So, boys and girls,what do we have to look forward to? Other than to jump off the bridge to get the insurance money to my wife...
W O W!!!
It doesn't appear that the BROS give 3 shonits about us shareholders.
Has anyone herd the rumor that a West Coast IR company is calling for a 1:10000 RS with a target price of a nickel?
Got anything current, Ben?
Hey, Ron. Now that you've gone full circle, what would it take to bring back the bull in you?
Hope the Bros are protecting subscribers' data!
You sure?