UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): August 1, 2014

 

Giggles N Hugs, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Nevada   0001381435   20-1681362
(State or Other Jurisdiction
of Incorporation)		   (Commission
File Number) 		  (IRS Employer
Identification No.)

 

10250 Santa Monica Blvd., Suite 155, Los Angeles, CA 90067

(Address, including zip code, off principal executive offices)

 

Registrant’s telephone number, including area code 310-553-4847

 

______________________________________________________

(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))

 

 

 

 
 

 

Item 1.01 Entry Into A Material Definitive Agreement

 

On August 1, 2014, Giggles N Hugs, Inc., a Nevada corporation (the “Company”), executed subscription agreements with two accredited investors for the purchase of Common Stock of the Company at a purchase price of $0.25 per share for an aggregate of $70,000, and subscription agreements with two accredited investors for the purchase of Common Stock of the Company at a purchase price of $0.30 per share for an aggregate of $173,000. The Shares were sold pursuant to the offering terms set forth on the periodic report on Form 8-K filed with the SEC on May 29, 2014 (SEC Accession No. 0001493152-14-001747) and will be eligible for resale pursuant to Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”) six (6) months after the date of issue (the “Financing”).

 

The Financing took place pursuant to Rule 506(c) of Regulation D of the Securities Act, and the Jumpstart Our Business Startups Act.

 

In connection with the Financing, the Company paid WestPark Capital, Inc. a cash fee equal to $24,300, plus banking and administrative fees equal to $5,440.95.

 

Item 3.02 Unregistered Sale of Equity Securities

 

The information provided under Item 1.01 above is incorporated herein by reference.

 

Item 7.01 Regulation FD Disclosure.

 

The information provided under Item 1.01 above is incorporated herein by reference.

 

 
 

 

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.

 

  Giggles N Hugs, Inc.
     
Date: August 7, 2014 By: /s/ Joey Parsi
  Name: Joey Parsi
  Title: Chief Executive Officer