SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 on
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 30, 2019
BANJO & MATILDA, INC.
(Exact name of registrant as specified in its charter)
(State or other
jurisdiction of incorporation)
Innovation Centre #1, 3998 FAU Blvd., Suite
309 Boca Raton, FL
(Address of principal executive offices)
Registrant’s telephone number, including area code: (561) 491-9595
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company 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))
SECTION 9 – AUDITED FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
As reported on our Current Report on Form 8-K filed with the Securities and Exchange Commission on October 4, 2019, Banjo & Matilda, Inc. (the “Company”) entered into a Share Exchange Agreement (the “Exchange Agreement”) with American Aviation Technologies, LLC (“AAT”) on April 16, 2019. The agreement was pursuant to which the Company agreed to acquire all of the membership units of AAT (the “Exchange”) with AAT becoming a wholly owned subsidiary of the Company. Consummation of the Exchange was effective on September 30, 2019. Pursuant to the Exchange Agreement, the Company a) agreed to issue 2,750,000 shares of the Company’s Series A Preferred Stock to the members of AAT, b) agreed to issue 193,000 shares of the Company’s Series A Preferred Stock to various parties to settle outstanding debt and threatened litigation, c) agreed to issue 170,000 shares of the Company’s Series A Preferred Stock for consulting services, and d) spun out the right, title and interest in its two subsidiaries; Banjo & Matilda (USA), Inc. and Banjo & Matilda Australia Pty LTD, including all related assets and liabilities. The merger is treated as a “reverse merger” with AAT as the accounting acquirer.
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.
BANJO & MATILDA, INC.
Date: May 5, 2020
/s/ Keith Duffy
Chief Executive Officer and Chief Financial Officer
(Principal Executive and Financial Officer)