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): January 3, 2018
GENERATION NEXT FRANCHISE BRANDS, INC. |
(Exact name of registrant as specified in its charter) |
Nevada |
333-177305 |
45-2511250 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
2620 Financial Court, Suite 100, Diego, California 92117
(Address of Principal Executive Offices)
858-210-4200
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:
¨ 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 Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 3.02. Unregistered Sales of Equity Securities.
On January 2, 2018, Generation Next Franchise Brands, Inc. (the “Company”), in continuation of the offering reported in the Periodic Report on Form 10-Q filed with the Securities Exchange Commission on May 22, 2017 (the “Offering”), sold additional securities under separate subscription agreements (each, a “Purchase Agreement”) by and between the Company and the investors (each a “Purchaser” and collectively, the “Purchasers”). Pursuant to the Purchase Agreement, the Company issued and sold to the Purchasers 12,841,400 shares of the Company’s common stock (the “Common Stock”) for an aggregate purchase price of $6,420,700 (the “Private Placement”). The proceeds of the Private Placement have been and will be used (i) to complete development of the prototype Robot, (ii) to pay the Company’s manufacturer a deposit for the first 100 robots, (iii) to purchase tools for full-scale production, (iv) to increase personnel of the Company’s management team, (v) to commence purchasing the first 2,000 robots through the calendar year 2018, (vi) to fund operations and for other general corporate purposes, and (vii) to fund continued research and development expenditures.
With the last sale on January 31, 2018, the Company will be closing the Offering.
Pursuant to the Private Placement, the Company sold the Common Stock to “accredited investors,” and certain “non-accredited investors” as those terms are defined in the Securities Act of 1933, as amended (the “Securities Act”), and in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act. Each of the Purchasers represented that it was acquiring the Common Stock for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. Accordingly, the Common Stock has not been registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.
The information contained in this Current Report on Form 8-K is not an offer to sell or the solicitation of an offer to buy any securities of the Company.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Generation Next Franchise Brands, Inc. | |||
Date: January 3, 2018 |
By: |
/s/ Arthur Budman |
|
Arthur Budman |
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Chief Executive Officer and Chief Financial Officer |
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