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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.
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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
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