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): February 10, 2015

GLOBAL ARENA HOLDING, INC.

(Exact name of registrant as specified in its charter)

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):

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ITEM 1.01  

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

The information set forth in Item 3.02 of this Current Report on Form 8-K is incorporated into this Item 1.01 by reference.

ITEM 2.03  

CREATION OF A DIRECT FINANCIAL OBLIGATION.

The information set forth in Item 3.02 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.

ITEM 3.02  

UNREGISTERED SALES OF EQUITY SECURITIES.

On February 10, 2015, Global Arena Holding, Inc. entered into separate unsecured convertible promissory note and warrant purchase agreements, by and between the Company and an investor pursuant to which the Company issued and sold to the Purchasers units of unsecured convertible promissory notes that in the aggregate principal amount of $125,000 and warrants to purchase an aggregate of 2,050,000 shares of the Company’s common stock for an aggregate purchase price of $125,000.  The sale of equity securities by the Company prior to February 10, 2015 were, in the aggregate, less than the 5% number of shares outstanding of the class of equity securities sold that require the filing of a Current Report on Form 8K.

Under the Purchase Agreements, each of the Purchasers purchased units that consisted of: (1) an unsecured convertible promissory note in the aggregate principal amount of the investment by the Purchaser, which permits the holder to convert the principal and unpaid balance into shares of Common Stock at a conversion price of $0.25 per share, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions regarding the Common Stock as provided in such agreement or the Note; and (2) Warrants to purchase shares of Common Stock at an exercise price of $0.25 per share, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions regarding the Common Stock as provided in the Warrant.  The Note with a principal amount of $50,000 matures on June 30, 2015, and the Note with a principal amount of $75,000 matures on May 10, 2015.  The Notes accrue interest on the unpaid principal balance at 12% per annum, which will be paid on the maturity of the Note specified therein, or by the issuance of additional shares of Common Stock when the Note is converted into shares of Common stock in accordance with its terms.

Upon full conversion of the Notes and the Warrants, the Purchasers will acquire 2,050,000 shares of Common Stock of the Company, which represents approximately 8.5% of the total number of outstanding shares of the Company’s Common Stock, according to the Company’s most recent Form 10-Q.

The offering of the Units was made in a transaction that is exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Regulation S that is promulgated under the Securities Act.  The Notes and Warrants to purchase shares of Common Stock and the Common Stock that would be issued upon conversion of the Notes or exercise of the Warrants have not been registered under the Securities Act, or the securities laws of any jurisdiction, and may not be offered or sold in the United States absent registration under or an applicable exemption from such registration requirements.  No placement agent, broker or dealer was involved in the offering of the units to any of the Purchasers.

The foregoing summary of the Purchase Agreement, Notes, and Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement.  A copy of the Purchase Agreement, Form of Note, and Form Warrant is attached as Exhibit 10.1, 10.2, and 10.3, respectively, to this Current Report on Form 8-K and is incorporated herein by reference.

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ITEM 9.01  

FINANCIAL STATEMENTS AND EXHIBITS

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 13, 2015

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