Friendable: Completion of Acquisition or Disposition of Assets – Form 8-K
SECURITY AND EXCHANGE COMMISSION
Washington, DC 20549
REPORT IN PROGRESS
In accordance with section 13 or 15 (d) of the Securities Exchange Act of 1934
January 4, 2022
Report date (Date of first reported event)
(Exact name of the declarant as specified in his charter)
|(State or other jurisdiction||(Commission||(IRS employer|
|of constitution)||File number)||ID number.)|
1821 S Bascom Ave., Office 353, Campbell, California95008
(Address of main executive offices) (Postal code)
Cardholder’s phone number, including area code
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filer’s filing obligation under any of the following provisions:
??Written communications in accordance with Rule 425 of the Securities Act (17 CFR 230.425)
??Solicitation of documents in accordance with Rule 14a-12 of the Exchange Act (17 CFR 240.14a-12)
??Pre-launch communications in accordance with Rule 14d-2 (b) of the Exchange Act (17 CFR 240.14d-2 (b))
??Pre-launch communications pursuant to Exchange Act Rule 13e-4 (c) (17 CFR 240.13e-4 (c))
Securities registered in accordance with Article 12 (b) of the Law:
|Title of each class||Trading symbol (s)||Name of each exchange on which registered|
|N / A||N / A||N / A|
|Article 2.01||Completion of the acquisition or disposal of assets|
On January 4, 2022, Friendable, Inc. (the “Company”) completed the acquisition of substantially all of the assets of Artist Republik, Inc. Artist Republik is a subscription service specially created for musical artists to promote ” obtain the distribution of music on certain digital platforms. (like Spotify and Apple Music) and receiving royalties from those platforms, as well as providing a marketplace to buy beats, get enhanced audio production, and buy access to playlists. Its decentralized platform enables independent musical artists around the world to take control of their own careers through networking, centralized resources and AI-based management tools. Artist Republik has attracted approximately 100,000 artists to its offering and derives operating income from the sale of services.
On closing, Friendable issued 176,986,025 common shares of Friendable to Artist Republik and certain creditors of Artist Republik (the “Seller”). At the end of the 12 months following closing, in the event that the number of shares issued to the seller at closing has been diluted below 25% of the total common shares outstanding on that date, Friendable will issue to the seller that number. additional shares necessary so that the number of shares issued to the seller is not less than 25% of the total issued and outstanding shares of the Company at that time. For a period of 12 months from the closing date, holders of shares issued under the Acquisition Agreement will be limited to selling no more than 10% of the average daily trading volume, in total, on a trading day. given.
Friendable has acquired all customer lists, clients, back-end processes, name, trademarks, internet domains and other items necessary for the performance of Artist Republik’s business. Friendable has also entered into a consultancy agreement with Nick Cianfaglione, President of Artist Republik.
The above description of the transaction is qualified in its entirety by reference to the Asset Purchase Agreement attached as an attachment to the Company’s current report on Form 8-K filed on December 23, 2021.
The financial statements required by this section will be filed by amending this Form 8-K.
|Article 3.02||Unregistered sales of equity securities.|
Friendable issued 176,986,025 common shares of Friendable to Artist Republik and certain creditors of Artist Republik, following the acquisition of substantially all of the assets of Artist Republik, Inc., as set out in section 2.01. The issuance of the ordinary shares was effected on the basis of the exemption from registration under section 4 (a) (2) of the Securities Act of 1933, as amended.
In accordance with the requirements of the Securities Exchange Act of 1934, the declarant has duly caused this report to be signed on his behalf by the undersigned, duly authorized.
Date: January 10, 2022
/ s / Robert Rositano Jr.