Bubblr Inc 8-K, filed Dec 21, 2022
Bubblr Inc. (BBLR)
About this 8-K
Bubblr Inc filed this 8-K on December 21, 2022, reporting on events of December 15, 2022.
Items reported
- Item 1.01: Entered into a material agreement
- Item 3.03: Change to shareholders' rights
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act: None
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Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. [_]
Item 1.01. Entry into a Material Definitive Agreement.
On December 15, 2022, Bubblr, Inc. (the “Company”) entered into a second amendment to its outstanding Convertible Promissory Notes issued by the Company on June 30, 2021 (the “June 2021 Notes”) and a second amendment (the “Amendment No. 2”) to its outstanding Convertible Promissory Notes issued by the Company on November 5, 2021 (the “November 2021 Notes”, and together with the June 2021 Notes, the “Notes”) (collectively, the “Amendment No. 2”). Pursuant to the terms of the Amendment No. 2, the conversion price of the Notes was amended to equal to $0.50 per share of the Company common stock, par value $0.01 per share (the “Common Stock”) from $1.15 per share. As a result of this amendment, as of December 15, 2022, if the outstanding principal amount of the June 2021 Notes ($2,112,150) and November 2021 Notes ($175,630) and accrued but unpaid interest on the June 2021 Notes ($21,120) and November 2021 Notes ($3,659) were converted, an additional 4,347,520,000 shares of Common Stock and 358,578 shares of Common Stock, respectively, would issuable upon such conversion. The amendment was approved by holders of a majority in interest of the outstanding Notes.
The foregoing description of the Amendment No. 2 does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of such documents, which are attached as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K and incorporated by reference herein.
Item 3.03 Material Modification to Rights of Security Holders.
The description regarding the Amendment No. 2 described in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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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.
| Dated: December 21, 2022 | Bubblr, Inc. | ||
| By: | /s/ Rik Willard | ||
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Name: Title: |
Rik Willard Chief Executive Officer |
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AMENDMENT NO. 2 TO
2021 CONVERTIBLE PROMISSORY NOTES
AMENDMENT NO. 2 (this “Amendment”) December 15, 2022 to each of those certain Convertible Promissory Notes (collectively, the “Notes”) issued on June 30, 2021 pursuant to certain Note Purchase Agreements dated on or about June 30, 2021 (the “Note Purchase Agreements”), by and among Bubblr, Inc. (the “Company”) and Investors representing a Majority in Interest (the “Majority Investors”) and listed on the signature pages hereto dated as December 15, 2022. Capitalized terms not defined herein have the meanings set forth in the Note Purchase Agreements or the Notes, as applicable.
RECITALS
A. The Company previously sold and issued the Notes to the Investors pursuant to Note Purchase Agreements with a Maturity Date of eighteen months from the date of issuance.
B. The Company and the Majority Investors wish to amend the Notes to allow adjustments to the Conversion Price in the event of any corporate action to reverse or forward split the Company’s outstanding common stock, or like transactions.
C. Section 9 of the Notes provides that any provision of the Notes may be amended, waived or modified upon the written consent of the Company and holders of a Majority in Interest, and such amendment or waiver effected in accordance thereby shall be binding upon all parties including all Investors that purchased the Notes and their permitted transferees.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Investors representing the Required Investors agree as follows:
1. Amendment of Section 6 of the Notes. Section 6 of each of the Notes is hereby amended and restated in its entirety as follows:
“6. Voluntary Conversion. Investor may, at his/her/its sole option, at any time after nine (9) months, convert all or any portion of the accrued interest and unpaid principal balance of this Note into fully paid and non-assessable shares of common stock, par value $0.01 per share, of the Company at the conversion price of $0.50 per share (the “Conversion Price”). A notice of Conversion is included as Exhibit “A.” If the Company shall at any time or from time to time after issuance of this Note, effect a stock split of the outstanding common stock, the applicable Conversion Price in effect immediately prior to the stock split shall be proportionately decreased. If the Company shall at any time or from time to time after the issuance of this Note, combine the outstanding shares of common stock, the applicable Conversion Price in effect immediately prior to the combination shall be proportionately increased. Any adjustments under this Section 6 shall be effective at the close of business on the date the stock split or combination occurs.”
2. Amendment of Exhibit A. Exhibit A to the Notes is hereby replaced in its entirety by a new Exhibit A attached hereto.
3. No Amendment of Other Provisions. Except for the amendments effected by this Amendment, all other provisions of the Notes shall remain in full force and effect.
Bubblr Inc, is registered in Wyoming, USA. Principal Office address: 21 West 46th Street, New York, NY 10036 email: contact@bubblr.com. website: www.bubblr.com |
4. Governing Law. This Amendment shall be governed by and construed in accordance with the law of the State of Wyoming.
5. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first above written.
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COMPANY:
Bubblr, Inc. | ||
| Signature: | /s/ Rik Willard | |
| Print Name: | Rik Willard | |
| Title: | Chief Executive Officer | |
| INVESTOR: | ||
| Signature: | ||
| Print Name: | ||
| Title: | ||
Bubblr Inc, is registered in Wyoming, USA. Principal Office address: 21 West 46th Street, New York, NY 10036 email: contact@bubblr.com. website: www.bubblr.com |
AMENDMENT NO. 2 TO
2021 CONVERTIBLE PROMISSORY NOTES
AMENDMENT NO. 2 (this “Amendment”)December 15, 2022 to each of those certain Convertible Promissory Notes (collectively, the “Notes”) issued on November 5, 2021 pursuant to certain Note Purchase Agreements dated on or about November 5, 2021 (the “Note Purchase Agreements”), by and among Bubblr, Inc. (the “Company”) and Investors representing a Majority in Interest (the “Majority Investors”) and listed on the signature pages hereto dated as December 15, 2022. Capitalized terms not defined herein have the meanings set forth in the Note Purchase Agreements or the Notes, as applicable.
RECITALS
A. The Company previously sold and issued the Notes to the Investors pursuant to Note Purchase Agreements with a Maturity Date of eighteen months from the date of issuance.
B. The Company and the Majority Investors wish to amend the Notes to allow adjustments to the Conversion Price in the event of any corporate action to reverse or forward split the Company’s outstanding common stock, or like transactions.
C. Section 9 of the Notes provides that any provision of the Notes may be amended, waived or modified upon the written consent of the Company and holders of a Majority in Interest, and such amendment or waiver effected in accordance thereby shall be binding upon all parties including all Investors that purchased the Notes and their permitted transferees.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Investors representing the Required Investors agree as follows:
1. Amendment of Section 6 of the Notes. Section 6 of each of the Notes is hereby amended and restated in its entirety as follows:
“6. Voluntary Conversion. Investor may, at his/her/its sole option, at any time after nine (9) months, convert all or any portion of the accrued interest and unpaid principal balance of this Note into fully paid and non-assessable shares of common stock, par value $0.01 per share, of the Company at the conversion price of $0.50 per share (the “Conversion Price”). A notice of Conversion is included as Exhibit “A.” If the Company shall at any time or from time to time after issuance of this Note, effect a stock split of the outstanding common stock, the applicable Conversion Price in effect immediately prior to the stock split shall be proportionately decreased. If the Company shall at any time or from time to time after the issuance of this Note, combine the outstanding shares of common stock, the applicable Conversion Price in effect immediately prior to the combination shall be proportionately increased. Any adjustments under this Section 6 shall be effective at the close of business on the date the stock split or combination occurs.”
2. Amendment of Exhibit A. Exhibit A to the Notes is hereby replaced in its entirety by a new Exhibit A attached hereto.
3. No Amendment of Other Provisions. Except for the amendments effected by this Amendment, all other provisions of the Notes shall remain in full force and effect.
Bubblr Inc, is registered in Wyoming, USA. Principal Office address: 21 West 46th Street, New York, NY 10036 email: contact@bubblr.com. website: www.bubblr.com |
4. Governing Law. This Amendment shall be governed by and construed in accordance with the law of the State of Wyoming.
5. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first above written.
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COMPANY:
Bubblr, Inc. | ||
| Signature: | /s/ Rik Willard | |
| Print Name: | Rik Willard | |
| Title: | Chief Executive Officer | |
| INVESTOR: | ||
| Signature: | ||
| Print Name: | ||
| Title: | ||
Bubblr Inc, is registered in Wyoming, USA. Principal Office address: 21 West 46th Street, New York, NY 10036 email: contact@bubblr.com. website: www.bubblr.com |