UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
____________________________________________________________
Date of Report (Date of earliest event reported): September 15, 2014
SOUL AND VIBE INTERACTIVE INC.
(Exact Name of Registrant as Specified in Charter)
| Nevada | 333-173056 | 38-3829642 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) | ||
|
1660 South Hwy 100, Suite 500 St. Louis Park MN |
55416 | |||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (763) 400-8040
Copies to:
Richard A. Friedman, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32nd Floor
New York, New York 10006
Telephone: (212) 930-9700
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d 2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. These statements are subject to uncertainties and risks including, but not limited to (i) securing capital for general working purposes, and (ii) other risks and in statements filed from time to time with the Securities and Exchange Commission (the “SEC”). All such forward-looking statements, whether written or oral, and whether made by or on behalf of the Company, are expressly qualified by the cautionary statements and any other cautionary statements which may accompany the forward-looking statements. In addition, the Company disclaims any obligation to, and will not, update any forward-looking statements to reflect events or circumstances after the date hereof.
| ITEM 1.01. | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. |
| ITEM 3.02. | UNREGISTERED SALES OF EQUITY SECURITIES. |
On several dates ranging from August 28, 2014 to September 2, 2014 August, Soul and Vibe Interactive Inc. (the “Company”) entered into an agreement (the “Agreement”) with the holders of its convertible promissory notes (the “2013 Notes”) who acquired such 2013 Notes through certain Purchase Agreements dated as of July 17, 2013 and August 8, 2013 (collectively, the “Purchase Agreements”). Pursuant to the Agreement, the maturity date of the 2013 Notes was extended from August 31, 2014 to February 9, 2015. In consideration for the extension the 2013 Notes, the Company issued warrants to purchase an aggregate of 531,112 shares of the Company’s common stock. The new warrants are exercisable through and including August 27, 2016 and have an exercise price of $0.06 per share.
The securities described above are being issued in transactions that are exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof, which exempts transactions by an issuer not involving a public offering.
The foregoing information is a summary of the agreements involved in the transaction described above, is not complete, and is qualified in its entirety by reference to the full text of such agreements, a copy of which are attached as an exhibit to this Current Report on Form 8-K. Readers should review such agreements for a complete understanding of the terms and conditions associated with this transaction.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 4.1 | Form of Warrant issued to the holders of the 2013 Notes | |
| 10.1 | Form of Agreement by and between the Company and the holders of the Company’s securities signatory thereto. |
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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.
| SOUL AND VIBE INTERACTIVE INC. | ||
| Date: September 15, 2014 | By: | /s/ Peter Anthony Chiodo |
| Peter Anthony Chiodo | ||
| Chief Executive Officer and President | ||
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