8-K 1 f8k_012814.htm FORM 8-K f8k_012814.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)
October 7, 2013
 
MOBETIZE CORP.
(Exact name of registrant as specified in its charter)
 
Nevada
333-181747
99-0373704
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
8105 Birch Bay Square St. #205, Blaine, Washington, United States
98230
(Address of principal executive offices)
(Zip Code)
 
Registrant’s telephone number, including area code
(206) 347-4515
 
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))
 
 

 
Item 1.01
Entry into Material Definitive Agreement
 
Effective October 7, 2013, we entered into private placement agreements with three people (the “Subscribers”).  Pursuant to the agreements, we agreed to the issuance of an aggregate of 1,050,000 common shares in our capital stock at a purchase price of $0.50 per share, for aggregate proceeds of $525,000.
 
Item 3.02
Unregistered Sales of Equity Securities
 
On October 7, 2013, we issued an aggregate of 1,050,000 shares of our common stock pursuant to the private placement agreements referred to above.
 
We issued an aggregate of 1,050,000 common shares to three (3) persons pursuant to Rule 506 of Regulation D of the Securities Act of 1933, as amended, on the basis that they represented to our company that they were an “accredited investor” as such term is defined in Rule 501(a) of Regulation D.
 
Item 9.01
Financial Statements and Exhibits
 
10.1
Form of Subscription Agreement between our company and the Subscribers.

 
 

 
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.

MOBETIZE CORP.
 
   
   
   
/s/ Stephen Fowler  
Stephen Fowler
 
President and Director
 
   
Date:
January 28, 2014