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 21, 2019
 
AfterMaster, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
 
001-10196
 
23-2517953
(State or other jurisdictionof incorporation)
 
(Commission FileNumber)
 
(IRS Employer IdentificationNumber)
 
6671 Sunset Blvd., Suite 1520
Hollywood, California
 
 
90028
(Address of principal executive offices)
 
(zip code)
 
(310) 657-4886

 (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 (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 (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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
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. ☐
 
 
 
1
 
 
Item 7.01 Regulation FD Disclosure.
 
On May 16, 20 and 21, 2019, Aftermaster Inc. (the “Company") entered into forbearance agreements with all of the Company’s convertible note holders who hold ratcheting convertible note debt, that is currently eligible for conversion into common shares. The forbearance agreements specifically include restrictions on (i) debt conversions, (ii) the sale of Company common stock, and (iii) the exercise of remedies under the convertible notes, for 120 days. In exchange for the forbearance agreements, the Company will make payments for the forbearance and principal and interest payments in an aggregate amount of approximately 3% of the notes per month. The 120-day forbearance term can be extended for an additional 120 days upon the Company’s payment of an additional 20% of the outstanding note balances. The conversion of the Company’s ratcheting convertible debt (colloquially known as toxic convertible debt) into shares has resulted in substantial shareholder dilution and adversely affected the Company’s share price, which has reduced the Company’s ability to raise capital on terms the Company views as attractive. The Company believes that the forbearance agreements will provide much-needed breathing room for the Company to execute on its operational objectives and allow the Company’s share price to better reflect its potential value, which is expected to assist in the retirement of some or all of the notes.
 
The information contained in this Item 7.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under Section 18 and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act.
 
 
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. 
 
 
Dated: May 21, 2019
 
AFTERMASTER, INC.
 
By:
 
/s/ Larry Ryckman
 
 
 
Name: Larry Ryckman
 
 
 
Title: President and Chief Executive Officer
 
  
 
 
 
 
2
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