UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): February 6, 2019
Commission File Number 000-54530
GOPHER PROTOCOL INC.
(Exact name of small business issuer as specified in its charter)
| Nevada | 27-0603137 |
| (State
or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
2500 Broadway, Suite F-125, Santa Monica, CA 90404
(Address of principal executive offices)
424-238-4589
(Issuer’s telephone number)
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 (see General Instructions A.2. below):
☐ 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))
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry Into a Material Definitive Agreement. |
On February 6, 2019, Gopher Protocol Inc. (the “Company”) entered into a letter agreement with Gopher Protocol Costa Rica Sociedad De Responsabilidad Limitada, a Costa Rican company (“Gopher CR”) and a 50% owned subsidiary of the Company, pursuant to which the Company sold 30,000,000 shares of Mobiquity Technologies, Inc., a New York corporation (“Mobiquity”) to Gopher CR in the principal amount of $5,000,000 secured by all of the assets of Gopher CR payable with 10% interest on the two year anniversary.
The foregoing description of the terms of the above transactions do not purport to be complete and are qualified in their entirety by reference to the provisions of such agreements, the forms of which are filed as exhibits to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
| Exhibit Number | Description |
| 10.1 |
|
| 10.2 | Promissory Note dated February 6, 2019 issued by Gopher Protocol Inc. to Gopher Protocol Costa Rica Sociedad De Responsabilidad Limitada |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| GOPHER PROTOCOL INC. | ||||
| By: | /s/ Douglas Davis | |||
| Name: | Douglas Davis | |||
| Title: | Chief Executive Officer | |||
| Date: | February 7, 2019 | |||
Exhibit 10.1
Gopher Protocol Inc.
2500 Broadway, Suite F-125
Santa Monica, CA 90404
February 6, 2019
Gopher Protocol Costa Rica Sociedad De Responsabilidad Limitada
[Insert address]
Re: Mobiquidity Technologies, Inc. (the “Company”)
Gentlemen:
The agreement will set forth the terms and conditions pursuant to which Gopher Protocol Inc. (“Seller”), will sell to Gopher Protocol Costa Rica Sociedad De Responsabilidad Limitada (“Buyer”) 30,000,000 restricted shares of common stock of the Company (the “Shares”) in consideration of a Promissory Note in the principal amount of $5,000,000 with interest of 10% per annum (the “Note”) as follows:
1. Seller will sell to Buyer, and Buyer will purchase from Seller, the Shares in consideration of the delivery of the Note. Upon receipt of the Note, the Seller will deliver an instruction letter directing the transfer agent to deliver the shares to the Buyer.
2. Seller represents that the Seller owns the Shares. Seller agrees and acknowledges that it will have no further interest in the Shares.
3. Seller makes no representation or warranty as to the business, financial condition or prospects of the Company or as to the accuracy or adequacy of any material filed by the Company with the Securities and Exchange Commission (the “Commission”).
4. Buyer represents that it is an accredited investor, as defined in Rule 501 of regulation D promulgated under the Securities Act of 1933, as amended, that it is acquiring the Shares for his own account and not with a view to the sale or distribution of the Shares (without prejudice to any sale pursuant to a registration statement or Rule 144), that it understands that the Shares are restricted securities, as defined in said Rule 144, and may not be sold except pursuant to an effective registration statement or an exemption from registration and that the Shares will bear the Company’s standard investment legend.
[Remainder of Page Intentionally Left Blank]
5. The Agreement constitutes the entire agreement of the parties as to its subject matter, superseding any prior or contemporaneous agreements, understandings or letter of intent, and may not be amended nor may any right be waived except by an instrument which refers to this Agreement, states that it is an amendment or waiver and is signed by both parties in the case of an amendment or the party granting the waiver in the case of a waiver.
Please confirm your agreement with the foregoing by signing this Agreement.
| Very truly yours, | |||
| Gopher Protocol Inc. | |||
| By: | /s/ Doug Davis | ||
| Name: Doug Davis | |||
| Title: CEO | |||
AGREED TO this 6th day of February, 2019.
Gopher Protocol Costa Rica Sociedad De Responsabilidad Limitada
By: /s/ Mauricio Lara
Name: Mauricio Lara
Title: Manager
ACKNOWLEDGED:
Mobiquidity Technologies, Inc.
By: /s/ Dean Julia
Name: Dean Julia
Title: CEO
Exhibit 10.2
PROMISSORY NOTE
| $5,000,000 | Los Angeles, CA |
| February 6, 2019 |
Gopher Protocol Costa Rica Sociedad De Responsabilidad Limitada, a Costa Rican company (the "Maker"), for value received, hereby promises to pay to Gopher Protocol Inc., a Nevada corporation, or registered assigns (the "Holder"), the principal sum of FIVE MILLION ($5,000,000) Dollars in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts. Maker further promises to pay interest on the unpaid principal balance hereof at the rate of ten percent (10%) per annum, principal and interest on the outstanding balance to be paid on the two-year anniversary of the date on which this Note is dated. Interest shall be calculated on the basis of a 360-day year and actual days elapsed. In no event shall the interest charged hereunder exceed the maximum permitted under the laws of the State of California.
This Note can be prepaid in whole or in part at any time without the consent of the Holder provided that Maker shall pay all accrued interest on the principal so prepaid to date of such prepayment.
This Note is secured by ALL Maker assets, including the Shares as such term is defined in the Letter Agreement entered between the Maker and the Holder dated as of the date hereof and proceeds generated from the sale of the Shares as well as proceeds from the assignment of said proceeds to a third party for consideration. Maker will provide documents as needed to prove said pledge on its assets.
The entire unpaid principal balance of this Note and interest accrued with respect thereto shall be immediately due and payable upon the occurrence of any of the following (each, an "Event of Default"):
a. Application for, or consent to, the appointment of a receiver, trustee or liquidator for Maker or of its property;
b. Admission in writing of the Maker's inability to pay its debts as they mature;
c. General assignment by the Maker for the benefit of creditors;
d. Filing by the Maker of a voluntary petition in bankruptcy or a petition or an answer seeking reorganization, or an arrangement with creditors; or
e. Entering against the Maker of a court order approving a petition filed against it under the federal bankruptcy laws, which order shall not have been vacated or set aside or otherwise terminated within 60 days.
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f. Default in the payment of the principal or accrued interest on this Note, when and as the same shall become due and payable, whether by acceleration or otherwise;
g. Default in any covenant or obligation of Maker in favor of Holder arising pursuant to the agreement between Maker and Holder dated as of the date of this Note.
All rights and remedies available to the Holder pursuant to the provisions of applicable law and otherwise are cumulative, not exclusive and enforceable alternatively, successively and/or concurrently after default by Maker pursuant to the provisions of this Note.
The Maker waives demand, presentment, protest and notice of any kind and consents to the extension of time of payments, the release, surrender or substitution of any and all security or guarantees for the obligations evidenced hereby or other indulgence with respect to this Note, all without notice.
This Note may not be changed, modified or terminated orally, but only by an agreement in writing, signed by the party to be charged.
In the event of any litigation with respect to the obligations evidenced by this Note, the Maker waives the right to a trial by jury and all rights of set-off and rights to interpose permissive counterclaims and cross-claims. This Note shall be governed by and construed in accordance with the laws of the State of Texas and shall be binding upon the successors, endorsees or assigns of the Maker and inure to the benefit of the Holder, its successors, endorsees and assigns.
The Maker hereby irrevocably consents to the jurisdiction of the courts of Los Angeles County, in the State of California in connection with any action or proceeding arising out of or relating to this Note. If any term or provision of this Note shall be held invalid, illegal or unenforceable, the validity of all other terms and provisions hereof shall in no way be affected thereby.
| Gopher Protocol Costa Rica Sociedad De | |
| Responsabilidad Limitada | |
| By: /s/ Mauricio Lara | |
| Name: Mauricio Lara | |
| Title: Manager |
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