Current Report Filing (8-k)
July 25 2019 - 4:31PM
Edgar (US Regulatory)
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): July
25, 2019
AVALANCHE
INTERNATIONAL CORP.
(Exact name of registrant as specified in
its charter)
Nevada
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333-179028
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38-3841757
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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299 South Main Street, Suite 1300, Salt
Lake City, Utah 84111
(Address of principal executive offices)
(Zip Code)
(888) 863-9490
(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 (§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. ☐
Securities registered pursuant to
Section 12(b) of the Act:
Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock
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AVLP
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None
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Item 2.04
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Triggering Events That Accelerate or Increase a Direct Financial Obligation
or an Obligation Under an Off-Balance Sheet Arrangement.
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As previously reported in the
Current Report on Form 8-K filed by
Avalanche International Corp., a Nevada corporation (the “
Company
”)
on April 12, 2019, the Company
entered into a Securities Purchase Agreement dated April 11,
2019, with an institutional investor (the “
Investor
”) providing for the issuance of (i) a 10% Senior Secured
Convertible Promissory Note (the “
Note
”) with a principal face amount of $2,750,000, which Note is, subject
to certain conditions, convertible into 3,235,294 shares of common stock of the Company at $0.85 per share, subject to adjustment,
and (ii) a five-year warrant to purchase 1,617,647 shares of Common Stock at an exercise price of $0.85.
On July 19, 2019, the Company
received a notice of default and election to accelerate (the “
Notice
”) from the Investor informing the Company
that it has failed to make the interest payment due on or prior to July 17, 2019, which constitutes an Event of Default pursuant
to the Note. Furthermore, the Notice asserts that the Company has failed to file a Registration Statement within ninety (90) days
of the closing date of April 11, 2019. Accordingly, the Investor has elected to accelerate the amount due under the Note pursuant
to Section 7(b) thereof. The Investor has demanded the immediate payment of $4,021,875.00, which includes a mandatory default amount,
late fees and accrued and unpaid interest. In addition, as a result of the Event of Default and the acceleration of the indebtedness
under the Note, commencing on July 26, 2019, default interest will begin to accrue on the Note pursuant to Section 7(b) thereof.
Upon its receipt of the
Notice from the Investor, the Company commenced attempting to reach a negotiated settlement with the Investor and remains in discussions
with the Investor to do so. The Company hopes to continue to work with the Investor to settle its obligations under the Note. The
Company intends to vigorously defend its position should a mutually amicable resolution prove unattainable.
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 thereunto duly
authorized.
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AVALANCHE INTERNATIONAL CORP.
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Date: July 25, 2019
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By:
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/s/ Philip E. Mansour
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Philip E. Mansour
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Chief Executive Officer
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