0001477932-17-004932.txt : 20171006 0001477932-17-004932.hdr.sgml : 20171006 20171006115002 ACCESSION NUMBER: 0001477932-17-004932 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20171006 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20171006 DATE AS OF CHANGE: 20171006 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: 171126196 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): October 6, 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))

 

 
 
 

 

Item 7.01 Regulation FD Disclosure.

 

On October 6, 2017, we issued a press release updating the public on recent corporate actions, including the details of the successful execution of the reverse split, and an update on the merger with Munzee. A copy of the press release is furnished with this Current Report as Exhibit 99.1.

 

The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under such section, nor shall it be deemed incorporated by reference in any of our filings under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

Exhibit Number

 

Description

 

 

 

99.1

 

Press Release of Freeze Tag, Inc., Issued October 6, 2017.

 

 
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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
       
Date: October 6, 2017 By: /s/ Craig Holland

 

 

 Craig Holland, President and  
   

Chief Executive Officer

  
    (Principal Executive Officer)  

 

 

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 EX-99.1 2 frzt_ex991.htm PRESS RELEASE frzt_ex991.htm

EXHIBIT 99.1

 

Freeze Tag News:

CEO Update on Corporate Actions

 

TUSTIN, CA, October 6, 2017 – Freeze Tag (OTC: FRZT), a leading creator of mobile social games, today announced the company has reached significant milestones in its corporate restructuring and future growth plans.

 

“We have successfully executed a reverse split effective October 5, 2017,” said Craig Holland, CEO of Freeze Tag. “We’re also excited to announce we are very close to finalizing our merger transaction with Munzee Inc.”

 

The CEO of Freeze Tag indicated corporate actions have taken place or will soon be effective:

 

 

 1. The reverse split of FRZT stock (1:100) was published on the Daily List on October 4, 2017 by FINRA, and became effective at the open of the market on October 5, 2017.

 

 

 

 

 2. Temporarily, as a result of the reverse split, Freeze Tag stock will be trading under the symbol “FRZTD” symbol for 20 trading days. After the 20-day period has expired, the stock symbol will return to FRZT.

 

 

 

 

 3. Beginning October 5, FRZT stock can be traded at the new stock share price reflected post the reverse split. There is no hold or freeze on the trading of FRZT shares during this 20-day period, or beyond.

 

 

 

 

 4. The merger with Munzee Inc. is proceeding very well. The estimated date of closing the merger is October 18, 2017.

 

The Freeze Tag CEO indicated that more news will be coming shortly as the merger transaction is finalized, product roadmaps are reviewed and future plans are solidified for the newly combined company.

 

 
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About MUNZEE Inc.

 

With almost 5 million locations worldwide and hundreds of thousands of players, Munzee is a social platform that blends gamification, geolocation and marketing elements into an experience that rewards players for going places in the physical world. Utilizing QR code and GPS technology, Munzee is able to validate a person’s location and provide them points to level up in the various Munzee mobile applications. The Munzee suite of applications includes Munzee, our flagship product, Eventzee, a photo scavenger hunt useful for corporate training and trade shows, and WallaBee, an addictive collecting game with over 2,000 beautifully drawn digital cards.

 

About Freeze Tag, Inc.

 

Freeze Tag, Inc. is a leading creator of mobile social games that are fun and engaging for all ages. Based on a free-to-play business model that has propelled games like Pokemon Go and Candy Crush Saga to worldwide success, we employ state-of-the-art data analytics and proprietary technology to dynamically optimize the gaming experience for revenue generation. Players can download and enjoy our games for free, or they can purchase virtual items and additional features within the game to increase the fun factor. Our games encourage players to compete and engage with their friends on major social networks such as Facebook and Twitter. Founded by gaming industry veterans, Freeze Tag has launched several successful mobile games including the number one hit series Victorian Mysteries® and Unsolved Mystery Club®, as well as digital entertainment like Etch A Sketch®. Freeze Tag games have been downloaded millions of times on the Apple, Amazon and Google app stores.

 

Forward Looking Statements

 

This press release contains forward-looking statements that involve substantial uncertainties and risks. These forward-looking statements are based upon our current expectations, estimates and projections and reflect our beliefs and assumptions based upon information available to us at the date of this release. We caution readers that forward-looking statements are predictions based on our current expectations about future events. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict. Our actual results, performance or achievements could differ materially from those expressed or implied by the forward-looking statements as a result of a number of factors, including but not limited to, our partners continuing to help market the game, and our ability to implement new changes and release them. We undertake no obligation to revise or update any forward-looking statement for any reason.

 

Contact:

info@freezetag.com

714-210-3850 x26

 

 

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