Form 253G2 Friendable, Inc.

 

Filed Pursuant to Rule 253(g)(2)

File No.: 024-11427

 

 

 

FRIENDABLE, INC.

 

SUPPLEMENT NO. 1 DATED MARCH 17, 2022

 TO THE OFFERING CIRCULAR DATED MAY 3, 2021

 

This document supplements, and should be read in conjunction with, the offering circular (the “Offering Circular”) of Friendable Inc. (the “Company”) dated May 3, 2021, as it has been and may be amended or supplemented from time to time.

 

Unless otherwise defined in this supplement, capitalized terms used in this supplement shall have the same meanings as set forth in the Offering Circular.

 

The purpose of this supplement is to amend references to the conversion ratio as contained in the Designation of the Series D Preferred Stock. The Company amended the Designation of the Series D Preferred Stock on March 3, 2022, and for the Company to extend the Offering for an additional 30 days.

 

The following replaces “Conversion of the Series D Preferred Stock” contained in the “Offering Summary”:

 

 

Conversion of the Series D Preferred Stock:

Each Offered Share of Series D Preferred Stock is convertible, at the option of the holder, at any time, and from time to time, into that number of fully paid and nonassessable shares of Common Stock (whether whole or fractional) that have a Fair Market Value, in the aggregate, equal to, and based on, the Series D Conversion Price. The “Series D Conversion Price” shall initially be equal to a value of $10.00, per share. Such initial Series D Conversion Price, and the rate at which shares of Series D Preferred Stock may be further converted into shares of Common Stock, shall be subject to adjustment for Reclassification, Exchange, Substitution, Sales, Reorganizations, Mergers or Consolidations, as set forth in section 4.4 of the Series D Preferred Stock Certificate of Designation, which is an Exhibit hereto. “Fair Market Value” shall mean as of any date of determination, 50% of the lowest closing price of a share of Common Stock on the principal exchange or market on which such shares are then trading for the 10 trading days immediately preceding such date.   As an example, suppose Investor X purchases 1,000 Series D Preferred Shares under this Offering at $10.00 per share (for a total purchase price and value of $10,000) and the applicable lowest trading price of the Company’s common shares on conversion is $0.004 per share, Investor X would be entitled to receive 5,000,000 common shares on full conversion of the original Series D Preferred investment, calculated by applying 50% of $0.004 (or $0.002) against the original investment value of $10,000.

 

 

 

In the section “Securities to be Offered the following replaces the paragraph labeled “Conversion” on page 65 of the Offering Circular:

 

Conversion

 

Each share of Series D Preferred Stock is convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder, into that number of fully paid and nonassessable shares of common stock of the Company (whether whole or fractional) that have a Fair Market Value, in the aggregate, equal to the Series D Conversion Price. The “Series D Conversion Price” is initially equal to $10.00. Such initial Series D Conversion Price, and the rate at which shares of Series D Preferred Stock may be converted into shares of Common Stock is subject to adjustment for Reclassification, Exchange, Substitution, Sales, Reorganizations, Mergers or Consolidations, as set forth in section 4.4 of the Series D Preferred Stock Certificate of Designation, which is an Exhibit hereto. “Fair Market Value” shall mean as of any date of determination, 50% of the lowest closing price of a share of Common Stock on the principal exchange or market on which such shares are then trading for the 10 trading days immediately preceding such date.

 

 

 

Index to Exhibits

 

Exhibit  Number	Exhibit Description
2.5	Certificate of Designation of Series D Preferred Stock
2.6*	Amendment to Certificate of Designation of Series D Preferred Stock
4.1	Subscription Agreement
6.1	Material Agreements between Friendable, Inc. and Answering Legal
11.1	Consent of Salberg & Company P.A., Auditors
11.2	Consent of Manning Elliott LLP, Auditors
12.1	Legal Opinion of Jonathan D. Leinwand, P.A.

 

 

*Filed herewith

 

 

 

Exhibit 2.6

 

BARBARA K. CEGAVSKE Secretary of State   KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings

STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE

Commercial Recordings & Notary Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684-5708 Fax (775) 684-7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486-2880 Fax (702) 486-2888

 

JONATHAN LEINWAND	Work Order #: W2022030302314
18305 Biscayne Blvd. Suite 200	March 3, 2022
Aventura, FL 33160, USA	Receipt Version: 1
Special Handling Instructions:	Submitter ID: 6425

 

Charges
Description	Fee Description	Filing Number	Filing Date/Time	Filing Status	Qty	Price	Amount
Amended Certification of Stock Designation After Issuance of Class/Series	Fees	20222146357	3/3/2022 3:24:33 PM	Internal Review	1	$175.00	$175.00
Total							$175.00

 

Payments
Type	Description	Payment Status	Amount
Credit Card	6463498719746348603088	Success	$175.00
Total			$175.00
Credit Balance:			$0.00

 

JONATHAN LEINWAND

18305 Biscayne Blvd. Suite 200

Aventura, FL 33160, USA

BARBARA K. CEGAVSKE Secretary of State   KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings

STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE

Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684-5708 Fax (775) 684-7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486-2880 Fax (702) 486-2888

 

 

Business Entity - Filing Acknowledgement

03/03/2022

 

Work Order Item Number:	W2022030302314 - 1959377
Filing Number:	20222146357
Filing Type:	Amended Certification of Stock Designation After Issuance of Class/Series
Filing Date/Time:	03/03/2022 15:24:33 PM
Filing Page(s):	2
Indexed Entity Information:
Entity ID: E0387892007-2	Entity Name: FRIENDABLE, INC.
Entity Status: Active	Expiration Date: None

 

Commercial Registered Agent

NEVADA AGENCY AND TRANSFER COMPANY

50 WEST LIBERTY STREET SUITE 880, Reno, NV 89501, USA

 

The attached document(s) were filed with the Nevada Secretary of State, Commercial Recording Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future.

 

	Respectfully,
	BARBARA K. CEGAVSKE
	Secretary of State

 

Page 1 of 1

 

Commercial Recording Division
202 N. Carson Street

Certificate, Amendment or Withdrawal of Designation  NRS 78.1955, 78.1955(6)  o Certificate of Designation  o Certificate of Amendment to Designation - Before Issuance of Class or Series   ☑   Certificate of Amendment to Designation - After Issuance of Class or Series   o Certificate of Withdrawal of Certificate of Designation

 

TYPE OR PRINT - USE DARK INK ONLY - DO NOT HIGHLIGHT  

1.  Entity information:		Name of entity:
		FRIENDABLE, INC.
		Entity or Nevada Business Identification Number (NVID):	NV20071025858

2. Effective date and time:		For Certificate of Designation or Amendment to Designation Only (Optional):	Date:		Time:
				(must not be later than 90 days after the certificate is filed)

3. Class or series of stock: (Certificate of Designation only)		The class or series of stock being designated within this filing:

4. Information for amendment of class or series of stock:		The original class or series of stock being amended within this filing:
		Series D Preferred Stock
5. Amendment of class or series of stock:		o Certificate of Amendment to Designation- Before Issuance of Class or Series
		As of the date of this certificate no shares of the class or series of stock have been issued.
		☑ Certificate of Amendment to Designation- After Issuance of Class or Series
		The amendment has been approved by the vote of stockholders holding shares in the corporation entitling them to exercise a majority of the voting power, or such greater proportion of the voting power as may be required by the articles of incorporation or the certificate of designation.

6. Resolution: (Certificate of Designation and Amendment to Designation only)		By resolution of the board of directors pursuant to a provision in the articles of incorporation this certificate establishes OR amends the following regarding the voting powers, designations, preferences, limitations, restrictions and relative rights of the following class or series of stock.*

7. Withdrawal:		Designation being Withdrawn:				Date of Designation:
		No shares of the class or series of stock being withdrawn are outstanding.
		The resolution of the board of directors authorizing the withdrawal of the certificate of designation establishing the class or series of stock: *

8. Signature: (Required)	X	Robert Rositano, Jr.
		Signature of Officer			Date:		03/03/2022

 

	page 1 of 1
This form must be accompanied by appropriate fees.	Revised: 1/1/2019

Filed in the Office of Secretary of State State Of Nevada	Business Number
	E0387892007-2
	Filing Number
	20222146357
	Filed On
	03/03/2022 15:24:33 PM
	Number of Pages
	2

 

EXHIBIT A

 

Section 4.1.1 shall be amended such that the definition of “Fair Market Value” shall mean as of any date of determination, 50% of the lowest closing price of a share of Common Stock on the principal market or exchange on which such shares are then trading for the 10 (ten) trading days immediately preceding such date.

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