8-K

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): May 18, 2017

NABUFIT GLOBAL, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	0-11730	84-1089377
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

626 East 1820 North

Orem, UT 84097

(Address of Principal Executive Offices)

801-362-2115

(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 obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01        Entry into a Material Definitive Agreement.

Debt Financing

Effective May 18, 2017, NABUfit Global, Inc. (the “Company”) entered into a Securities Purchase Agreement dated May 9, 2017 (“Purchase Agreement”) with PowerUp Lending Group LTD (“PowerUp”). In conjunction with the Purchase Agreement, the Company has signed a Convertible Promissory Note for $58,000 (the “Note”). The Note contains an interest rate of nine percent per annum and has a maturity date of February 9, 2018.  The amounts due under the Note are convertible at any time after 180 days but prior to the Maturity Date at a rate of 65% of the market price.

A form of the Purchase Agreement and Note are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K.

  Item 3.02   Unregistered Sales of Equity Securities.

The information regarding the Subscription Agreement and the purchase of the Shares set forth in Item 1.01 is incorporated by reference into this Item 3.02.

Item 8.01         Other Events.

On May 24, 2017, the Company issued a press release announcing the debt financing with PowerUp. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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Item 9.01 Financial Statements and Exhibits.

Exhibits. The following exhibits are being filed herewith:

Exhibit Number	Description of Exhibits
10.1	Securities Purchase Agreement.
10.2	Convertible Promissory Note.
99.1	Press Release issued May 24, 2017

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, on the 24^rd day of May, 2017.

NABUFIT GLOBAL, INC.
By:	/s/ Robert Bench
	Name:	Robert Bench
	Title:	Chief Financial Officer

Exhibit Index to Current Report on Form 8-K

Exhibit Number	Description of Exhibits
10.1	Securities Purchase Agreement.
10.2	Convertible Promissory Note.
99.1	Press Release issued May 24, 2017

EX-10.1

EXHIBIT 10.1

 

 

 

 

 

 

 

 

 

 

 

 

EX-10.2

EXHIBIT 10.2

 

 

 

 

 

 

 

 

 

 

 

 

 

EX-99.1

EXHIBIT 99.1

STOCK EXCHANGE RELEASE
NABUFIT Global Inc.	NEWS RELEASE
626 East 1820 North
Orem, UT 84097
U.S.A.

NABUFIT Global, Inc. Closes Securities Purchase Agreement with PowerUp Lending Group LTD.

Orem, Utah. On May 24, 2017 NABUFIT Global, Inc. (“NABUFIT” or the “Company”), (OTCQB: NBFT), an online fitness platform for health and well-being through physical exercise, nutrition, and lifestyle, announced that it has entered into a Securities Purchase Agreement with Power Up Lending Group LTD, a Virginia Corporation capital provider.  The Company has signed a Convertible Promissory Note for $58,000 which the Company anticipates will be the first of future draws against an undetermined line of credit that will be based on the Company’s future needs and performance. Proceeds from this transaction will be used to fund general and administrative expenses, further development of the online fitness platform, and mobile applications that connect to monitoring devices (commonly known as wearables).

“We’re very pleased to partner with PowerUp and welcome their investments in the NABUFIT,” commented Brian Palm Svaneeng Mertz, Chief Executive Officer, of NABUFIT, “PowerUp recognizes our potential and the need to fuel rapid growth.  Our products focus on basic, yet effective, programs that provide intelligent coaching and intensive training (alongside real-time data), that anyone can do on their own; ultimately augmenting a gym membership and/or personal trainer.”

The Company recently closed a $1,000,000 Equity Purchase Agreement with another US based capital group, and an additional $500,000 combination equity and debt round, that included Danish venture funds LF Investments and Kjaer Holdings, and is confident that with the additional capital they can continue to execute on their business plan.

Other details regarding the financing are included in an 8-K filed on May 23, 2017 by the Company with the Securities and Exchange Commission and can be found at www.sec.gov.

About NABUFIT Global, Inc.

NABUFIT Global, Inc. is a US public company (NBFT).  NABUFIT is an online fitness platform for health and well-being through physical exercises, nutrition and lifestyle.  The platform offers an interactive, customized experience founded on the workouts and participation of Sports Stars among here Neymar Jr., Mo Farrah, Peter Schmeichel, Michael Maze.  The development headquartered in Denmark is developing an online fitness platform and a mobile application that connects to existing and future monitoring devices (wearables etc.).  Please read more on www.nabufit.com or download the NABUFIT application in the Apple App Store or Google Play. For more information, visit www.nabufit.com.

Forward-Looking Statements

Statements about the expected timing, and all other statements in this press release, other than historical facts, constitute forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements.  Forward-looking statements speak only as of the date hereof and are based on current expectation and involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially from those projected.  A number of the matters discussed herin that are not historical or current facts deal with potential future circumstances and developments that may or may not materialize.  This press release speaks only as of its date, and except as required by law, we disclaim any duty to update.

Contacts NABUFIT Global, Inc.:

Brian Mertz; CEO

+45023903300

bm@nabufit.com

Bob Bench: CFO

801-362-2115

bobbench@nabufit.com