0001477932-17-001742.txt : 20170414 0001477932-17-001742.hdr.sgml : 20170414 20170414170413 ACCESSION NUMBER: 0001477932-17-001742 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170403 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20170414 DATE AS OF CHANGE: 20170414 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Freeze Tag, Inc. CENTRAL INDEX KEY: 0001485074 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-54267 FILM NUMBER: 17763183 BUSINESS ADDRESS: STREET 1: 18062 IRVINE BLVD, SUITE 103 CITY: TUSTIN STATE: CA ZIP: 92780 BUSINESS PHONE: 714-210-3850 MAIL ADDRESS: STREET 1: 18062 IRVINE BLVD, SUITE 103 CITY: TUSTIN STATE: CA ZIP: 92780 8-K 1 frzt_8k.htm FORM 8-K frzt_8k.htm

 

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): April 3, 2017

 

FREEZE TAG, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

000-54267

20-4532392

(State or other

jurisdiction of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

 

18062 Irvine Blvd, Suite 103

Tustin, California 92780

(Address of principal executive offices) (zip code)

 

(714) 210-3850

(Registrant’s telephone number, including area code)


______________________________________________

(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))

 

 
 
 
 

Section 3 - Securities and Trading Markets

 

Item 3.02 Unregistered Sales of Equity Securities.

 

On April 3, 2017, we issued 37,024,658 shares of our common stock to a non-affiliate holder of one of our outstanding convertible promissory notes pursuant to a notice of conversion submitted to us on March 31, 2017, from the holder notifying us of their election to convert $1,851.23 of principal and interest due under the promissory note into the shares. Due to the length of time since the holder lent us the funds and that the holder has held the note, the shares were issued without a standard Rule 144 restrictive legend. Based on the representations of the investor in the Convertible Promissory Note and the Notice of Conversion, the issuance of the shares was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. The investor was accredited and sophisticated, familiar with our operations, and there was no solicitation.

 

On April 10, 2017, we issued 38,870,356 shares of our common stock to a non-affiliate holder of one of our outstanding convertible promissory notes pursuant to a notice of conversion submitted to us on April 7, 2017, from the holder notifying us of their election to convert $1943.52 of principal and interest due under the promissory note into the shares. Due to the length of time since the holder lent us the funds and that the holder has held the note, the shares were issued without a standard Rule 144 restrictive legend. Based on the representations of the investor in the Convertible Promissory Note and the Notice of Conversion, the issuance of the shares was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. The investor was accredited and sophisticated, familiar with our operations, and there was no solicitation.

 

 
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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.
 

  Freeze Tag, Inc.,

a Delaware corporation
       
April 14, 2017 By: /s/ Craig Holland

 

 

 Craig Holland, President and  
    Chief Executive Officer  
    (Principal Executive Officer)  

 

 

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