8-K - BBLR - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934

Date of Report (Date of earliest event reported): December 15, 2022

Bubblr, Inc.

(Exact name of registrant as specified in its charter)

Wyoming	333-260902	86-2355916
(State or other jurisdiction of<br><br> <br>incorporation)	(Commission<br><br> <br>File Number)	(I.R.S. Employer<br><br> <br>Identification No.)
21 West 46th Street<br><br> <br>NewYork, NY ****	10036
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(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number, including area code:	(647) 646-2263
N/A
(Former name or former address, if changed since last report)

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))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 SecurityHolders.

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

Exhibit Number	Description
4.1	Form of Amendment No. 2 to 2021 Convertible Promissory Notes issued June 30 2021 , dated as of December 15, 2022.
4.2	Form of Amendment No. 2 to 2021 Convertible<br> Promissory Notes issued November 05 2021 , dated as of December 15, 2022.

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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
	Name:<br><br> <br>Title:	Rik Willard<br><br>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.”

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 46^th^ Street, New York, NY 10036<br><br>email: contact@bubblr.com. website: www.bubblr.com |

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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.

COMPANY:<br><br> <br>**<br><br> <br>Bubblr, Inc.**
Signature:	/s/<br> 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 46^th^ Street, New York, NY 10036<br><br>email: contact@bubblr.com. website: www.bubblr.com |

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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 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.

AGREEMENT

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:

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 46^th^ Street, New York, NY 10036<br><br>email: contact@bubblr.com. website: www.bubblr.com |

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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.

COMPANY:<br><br> <br>**<br><br> <br>Bubblr, Inc.**
Signature:	/s/<br> 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 46^th^ Street, New York, NY 10036<br><br>email: contact@bubblr.com. website: www.bubblr.com |

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