Attached files

file filename
EX-10.1 - EXHIBIT 10.1B - Friendable, Inc.ex10_1b.htm
EX-10.1 - EXHIBIT 10.1A - Friendable, Inc.ex10_1a.htm
EX-99.1 - EXHIBIT 99.1 - Friendable, Inc.ex99_1.htm


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


January 11, 2012
Date of Report (Date of earliest event reported)

TITAN IRON ORE CORP
(Exact name of registrant as specified in its charter)


Nevada
000-52917
98-0546715
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)


3040 North Campbell Ave. #110, Tucson, Arizona 85719
(Address of principal executive offices) (Zip Code)

(520) 898-0020
Registrant’s telephone number, including area code

N/A
(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


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.
 
The disclosure under Item 1.01 of this current report on Form 8-K is responsive to this Item and is hereby incorporated by reference.
 
Item 3.02 Unregistered Sales of Equity Securities.
 
On January 11, 2012, we accepted two subscription agreements and issued an aggregate of 1,334,000 units of our company to two investors at a price of $0.75 per unit for gross proceeds of $1,000,500.  Each unit is comprised of one share of our common stock and one half of one share purchase warrant.  One whole share purchase warrant is exercisable into one share of our common stock at an exercise price of $1.00 per share until January 11, 2015.
 
We issued the securities to two non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933, as amended) in an offshore transaction in which we relied on the registration exemption provided for in Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended.
 

Item 9.01
Financial Statements and Exhibits.
   
(d)
Exhibits.
   
Exhibit
Description
   
10.1
Form of subscription agreement
   
10.1
Form of warrant certificate
   
99.1
news release dated January 12, 2012

 
- 2 -

 
 
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.

 
 
TITAN IRON ORE CORP
 
       
Date:  January 12, 2012
By:
/s/ Jodi Henderson
 
   
Jodi Henderson
 
   
Corporate Secretary
 
       
 
 
 
 
 
 
- 3 -