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): February 8th, 2018
Galenfeha, Inc.
(Exact
name of registrant as specified in its charter)
Nevada | 333-188800 | 46-2283393 |
(State or Other Jurisdiction of | (Commission File Number) | (IRS Employer Identification No.) |
Incorporation) |
420 Throckmorton Street, Suite 200 | 76102 | |
Ft. Worth, Texas 76102 | (Zip Code) | |
(Address of principal executive offices) |
(817) 945-6448
(Registrants telephone number,
including area code)
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 Instruction 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 (17CFR 240.14d-2(b)) |
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c)) |
Item 1.02 Termination of a Material Definitive Agreement
In June of 2017, and July of 2017 the Company entered into two Convertible Promissory Notes with PowerUp Lending Group, LTD, of which details of the notes can be found in the Companys latest regulatory filings on Form 10Q.
As of the date of this filing, both of these notes have been paid in full and extinguished, and there is no common stock remaining to be converted. A copy of the final note payoff has been attached to this filing as an exhibit.
Item 8.01 Other Events
On February 08, 2018, Galenfeha, Inc. issued a press release regarding the payment of all convertible debentures. A copy of the press release is attached as Exhibit 99.2.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit 99.1 | Note Termination Agreement |
Exhibit 99.2 | Press Release dated February 08, 2018 |
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.
Date: February 8, 2018
GALENFEHA, INC. |
/s/ James Ketner |
James Ketner |
President/CEO |
February 6, 2018
VIA Email: jwketner@galenfeha.com |
GALENFEHA, INC. |
420 Throckmorton Street - Suite 200 |
Fort Worth, TX 76102 |
ATTN: James Ketner, President and CEO |
RE: | Account Number(s): CPG-1260 |
Mr. Ketner:
This letter serves as confirmation that PowerUp Lending Group, Ltd. (PowerUp) has agreed to settle the outstanding convertible promissory note of GALENFEHA, INC. in favor of PowerUp dated July 7, 2017 (the Note) for $40,000.00 (the Settlement Amount); provided that the funds are received on or prior to Thursday, February 8, 2018 by 4pm (EST)(the Deadline) via wire transfer. The foregoing amount does not include default interest, default amount and fees which will be waived provided that the Settlement Amount is received by PowerUp by the Deadline.
Wire (or ACH) instructions are as follows:
Please include
legal name or DBA in memo section identifying the merchant.
Bank Name: | Signature Bank |
Bank Address: | 26 Court Street, Brooklyn, NY |
Routing Number: | |
XXXXXXX | |
XX Beneficiary Account Number: | |
XXXXXXX | |
XXX | |
Beneficiary: | PowerUp Lending Group, Ltd. |
Mailing Address: | 111 Great Neck Road, Suite 216, Great Neck, NY 11021 |
Please contact me at 516-498-9890 with any questions or further information regarding your account and with the details of the wire transfer. Thanks.
POWER UP LENDING GROUP, LTD. |
420 Throckmorton
Street, Suite 200 Ft. Worth, Texas 76102 | |
GALENFEHA COMPLETES RETIREMENT OF ALL CONVERTIBLE NOTES
FORT WORTH, TEXAS, February 8, 2018Galenfeha, Inc. (OTC: GLFH) today announced the termination and extinguishment of all convertible notes the company entered into 2nd and 3rd quarters 2017. The company disclosed the note payoffs on Form 8-K, filed with the Securities and Exchange Commission on Thursday, February 8, 2018.
Galenfeha President and CEO, James Ketner commented: This action removes an obstacle in front of investors, and reaffirms our commitment to our shareholders. The management of the company has purchased large positions in the open market, and therefore our interests are aligned with all current and future shareholders.
The company has extinguished all debentures that convert into stock, and there is no more stock to be converted at the time of this press release. The company has no options or off balance sheet arrangements that convert into stock.
In closing, Mr. Ketner stated: With our recent acquisition of Fleaux Solutions, our 2018 year-end earnings guidance of $.04 per share, and with yesterdays closing price of $.03, our stock is currently trading at a forward P/E of less than 1.
About Galenfeha, Inc.
The company generates revenue by receiving royalties from products we developed, providing engineering, regulatory, and business consulting services across numerous disciplines, such as aerospace, automotive, and medical, and by making investments in companies that our management team feels to be undervalued. With the recent acquisition of Fleaux Solutions, LLC, the company also generates revenues and earnings through government contracts.
For more information on Galenfeha, please visit www.galenfeha.com
About Fleaux Solutions, LLC
For more information on Fleaux Solutions, LLC please visit www.fleauxsolutions.com
Please see Fleaux Solutions slide presentation: https://prezi.com/view/7P3RcS0t8Xeay8erb2UD/
Contact: |
Galenfeha, Inc. |
817-945-6448 |
info@galenfeha.com |
Forward-Looking Statements: Except for historical information contained in this release, the matters discussed are forward-looking statements that involve risks and uncertainties. When used in this release, words such as "anticipate," "believes," "estimate," "expect," "should," "intend," "projects," "objective," and "appears," and similar expressions, as they relate to the Company or its management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of the Company's management, as well as assumptions made by and information currently available to the Company's management. Among the factors that could cause actual results to differ materially are the following: the effect of business and economic conditions; the impact of competitive products and pricing; capacity and supply constraints or difficulties; product development, commercialization, or technological difficulties; the regulatory and trade environment; the impact of reimbursement rates and coverage; and the risk factors reported from time to time in the Company's SEC reports. The Company undertakes no obligation to revise any forward-looking statements as a result of future events or developments.
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