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): March 26, 2013
Location Based Technologies, Inc.
(Exact name of registrant as specified in its charter)
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Nevada |
333-139395 |
20-4854758 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
49 Discovery, Suite 260, Irvine, California 92618
(Address of Principal Executive Offices) (Zip Code)
(888) 600-1044
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registration under any of the following provisions:
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(k) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On March 26, 2013 Location Based Technologies, Inc. (the “Company”) issued an Unsecured Convertible Promissory Note (the “Note”) to a high net worth investor (“Investor”) evidencing a $500,000 loan by the Investor to the Company. The Note is convertible into our common stock at $0.20 per share, bears interest at a rate of 10% per annum and has a term of 12 months. Additionally, the Investor received 3 year warrants to purchase 1,000,000 shares of our common stock at $0.20 per share.
A copy of the Note is being filed herewith as Exhibit 10.1.
Item 9.01. Financial Statements and Exhibits
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Exhibit No. |
Description |
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10.1 |
Unsecured Convertible Promissory Note |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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LOCATION BASED TECHNOLOGIES, INC. |
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Date: April 1, 2013 |
By: |
/s/ David Morse |
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David Morse |
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Chief Executive Officer |
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Exhibit 10.1
UNSECURED PROMISSORY NOTE
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$500,000 |
Orange County, California March 26, 2013 |
FOR VALUE RECEIVED, the undersigned, Location Based Technologies Inc. (referred to herein as the “Borrower”), hereby unconditionally promises to pay to the order of ____, its endorsees, successors and assigns (the “Lender”), in lawful money of the United States at such other address as the Lender may from time to time designate, Five Hundred Thousand Dollars ($500,000) (the, “Principal Sum”).
1. Terms of Repayment. Principal of and interest on this Note shall be one (1) year from date of issuance.
a. Upon the execution and delivery of this Note, the Lender shall disburse to the Borrower the Principal Sum. All remaining amounts outstanding under this Note shall mature and become due and payable in full on March 25, 2014 (the "Maturity Date").
2. Interest Rate. This Note shall accrue interest on the Principal Sum for a period of one year from the issuance date of this Note at a rate of Ten Percent (10%) (the “Interest Rate”) per annum. All payments hereunder are to be applied first to the payment of accrued interest, and the remaining balance to the payment of principal.
3. At any time and from time to time this Note shall be convertible, in whole or in part, into shares of the Company’s Common Stock (“Conversion Shares”) at the option of the Lender. The Lender shall effect conversions by delivering written notice to the Company specifying therein the principal amount of this Note to be converted. The number of Conversion Shares issuable upon a conversion hereunder shall be determined by the quotient obtained by dividing (x) the outstanding principal amount of this Note to be converted plus any accrued but unpaid interest thereon, by (y) the Conversion Price, where the “Conversion Price” shall equal $0.20. The Conversion Price shall be appropriately and equitably adjusted following any stock splits, stock dividends, spin-offs, distributions and similar events. The Conversion Shares shall be duly and validly issued, fully paid and non-assessable and, following the applicable Rule 144 holding period, freely tradable. The Lender shall receive the stock certificate(s) within ten (10) business days following the date of conversion
4. Warrant. Lender shall receive a warrant to purchase one million (1,000,000) shares of common stock at $0.20.
5. Events of Default. If any of the events of default specified in this Section shall occur, Lender may, so long as such condition declare the entire principal and unpaid accrued interest hereon immediately due and payable, by notice in writing to the borrower, this Note and any other obligations of the Borrower to the Lender, shall become due immediately, without demand or notice:
a. Default in the payment of the principal or unpaid accrued interest of this Note when due and payable; or
b. Lender may exercise collateral as payment in full for said Promissory Note by placing a written request to LBAS transfer agent (www.Transhare.com) for ownership change at the day of default.
6. Successors and Assigns: Assignment. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto. Nothing in this Note, express or implied, is intended to confer upon any party, other than the parties hereto and their successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Note, except as expressly provided herein. The Company may not assign this Note or any of the rights or obligations referenced herein without the prior written consent of Lender.
7. Governing Law. This agreement is entered into in Orange County, California, and shall be construed in accordance with and governed by the laws of the State of California applicable to contracts made and to be performed in California. Further, the parties agree that venue shall rest solely and exclusively in Orange County, California, and any challenge or objection thereto is hereby waived.
8. Notices. For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given as of the date if delivered in person or by telecopy, on the next business day, if sent by a nationally recognized overnight courier service, and on the second business day if mailed by registered mail, return receipt requested, postage prepaid, and if addressed to the Company then at its principal place of business, or if addressed to the Lender, then the last known address on file with the Company.
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IftotheBorrower: |
Location Based Tech Inc Irvine, CA 92618 Facsimile Number: (714) 200-0287 E-mail: Greg.harrison@pocketfinder.com |
If to Lender
or, as to each party, at such other address as shall be designated by such party in a written notice to the other parties.
9. Heading; References. The headings have been inserted for convenience only and are not to be considered when construing the provisions of this Agreement.
10. Entire Agreement. This Agreement constitutes the entire understanding between the parties hereto in respect of the terms of this Note by the Lender and superseding all negotiations, prior discussions, prior written, implied and oral agreements, preliminary agreements and understandings with Company or any of its officers, employees or agents.
[Signature Page to Follow]
IN WITNESS WHEREOF, the undersigned has executed this Secured Promissory Note as of the date first set forth above.
The “Borrower”: Location Based Tech Inc
By:______________________________
Dave Morse
The “Lender”:
By :______________________________