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): June 48, 2018

Spindle, Inc.

(Exact name of registrant as specified in its charter)

Nevada

000-55151

20-8241820

(State or other jurisdiction

of incorporation)

(Commission File No.)

(IRS Employer

Identification No.)

1201 S. Alma School Road, Suite 12500

Mesa, AZ 85210

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: 800-560-9198

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))

~~INFORMATION~~Item CONCERNING FORWARD-LOOKING STATEMENTS - This report and the exhibit or exhibits attached hereto, contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as to management’s good faith expectations and beliefs, which are subject to inherent uncertainties which are difficult to predict, and may be beyond the ability of the Company to control5. Forward-looking statements are made based upon management’s expectations and belief concerning future developments and their potential effect upon the Company. There can be no assurance that future developments will be in accordance with management’s expectations or that the effect of future developments on the Company will be those anticipated by management.02

~~The~~Departure words “believes,” “expects,” “intends,” “plans,” “anticipates,” “hopes,” “likely,” “will,” and similar expressions identify such forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of ~~the~~Directors ~~Company (~~or ~~entities~~Certain inOfficers; ~~which~~Election ~~the~~of ~~Company~~Directors; ~~has~~Appointment ~~interests),~~of orCertain ~~industry~~Officers; ~~results,~~Compensatory toArrangements ~~differ~~of ~~materially~~Certain ~~from future results, performance or achievements expressed or implied by such forward-looking statements.~~Officers

~~Readers~~On ~~are~~June ~~cautioned~~8, ~~not~~2018, toSpindle, ~~place~~Inc. ~~undue reliance on these forward-looking statements which reflect management’s view only as of~~ (the ~~date of this Form 8-K. The~~ “Company”) ~~undertakes~~received noa ~~obligation~~letter tofrom ~~publicly~~Habib ~~release~~Yunus ~~the~~resigning ~~result~~from ~~of any revisions to these forward-looking statements which may be made to reflect events or circumstance after~~ the ~~date hereof or to reflect the occurrence of unanticipated events, conditions or circumstances. For additional information, please refer to the~~ Company’s ~~filings~~Board ~~with~~of ~~the Securities and Exchange Commission~~Directors, ~~including~~effective ~~its Annual Report on Form 10-K for the fiscal year ended December 31, 2017 and the Quarterly Report on Form 10-Q for the period ended March 31, 2018~~immediately.

~~ITEM~~On 7June 13, 2018, the Company’s Board of Directors appointed Christopher Wesser to be a Director.01

~~REGULATION~~Mr. FDWesser ~~DISCLOSURE~~most recently served as Executive Vice President, Secretary, and General Counsel at Professional Diversity Network, Inc. (“IPDN”), a global technology and networking company having offices in China and the U.S., with 15 million members worldwide. IPDN is traded on the Nasdaq Stock Market under ticker symbol IPDN from 2014 to 2017. Prior to his service at IPDN, Mr. Wesser served as General Counsel and Secretary of NAPW, Inc., managing all legal, insurance, logistical and business risk matters from 2009 until NAPW was acquired in 2014 by IPDN.

OnPrior ~~June~~to 4,joining ~~2018~~NAPW, ~~Spindle, Inc~~Mr. ~~(the~~Wesser ~~“Company”)~~was ~~received service of~~ a ~~complaint~~partner inwith a ~~lawsuit~~private ~~titled~~boutique ~~“Michael~~litigation ~~Kelly and iOT Broadband~~firm, ~~LLC~~where ~~(“iOT”),~~he ~~plaintiffs,~~served v.as ~~Jack~~local ~~Scott~~ and ~~Spindle,~~national ~~Inc.,~~counsel ~~defendants”~~to ~~that~~large ~~was~~corporations ~~filed~~in onnumerous ~~May~~complex ~~22,~~litigations ~~2018~~ in ~~the~~state ~~District~~and ~~Court~~federal incourts ~~Dallas~~as ~~County,~~well ~~Texas,~~as ~~cause~~before ~~number~~governmental ~~DC-18-06656~~agencies nationwide. ~~The~~Mr. ~~complaint~~Wesser ~~purports~~holds ~~to assert~~ a ~~claim~~B.A. ofdegree ~~breach~~in ~~of contract against Spindle~~Finance, ~~claims~~summa ofcum ~~fraud against Jack Scott (“Scott”)~~laude, ~~the~~from ~~Interim~~LeMoyne ~~CEO~~College ~~of the Company,~~ and a ~~claim~~J.D. ofdegree ~~breach~~from ofWilliam ~~fiduciary~~& ~~duty~~Mary ~~against~~Law ~~both~~School. ~~Scott~~The ~~and the~~ Company inissued ~~connection~~a ~~with~~press ~~and~~release ~~Amended~~regarding ~~and~~Mr. ~~Restated~~Wesser’s ~~Senior~~appointment ~~Unsecured~~as ~~Convertible~~a ~~Promissory~~Director ~~Note~~which ~~(the~~is ~~“Note”)~~filed ~~owned~~with bythis ~~Mr.~~Form ~~Kelly~~8-K ~~who~~as ~~assigned~~exhibit ~~his interest and rights in the note to iOT~~99.2.

~~The~~Item Company believes that it will successfully defend against the actions described above, and it intends to pursue counterclaims against the plaintiffs which may, if successful, result in an award of damages in favor of the Company9. ~~However, the Company does anticipate that it will incur significant additional legal expenses as it pursues a vigorous defense against each of these actions.~~01

2Financial Statements and Exhibits

~~While the Company believes that it will successfully defend against these actions, no assurances can be given as to:~~ (id) the outcome of these or legal proceedings and (ii) the related impact of an unanticipated adverse outcome of these proceedings on the Company's financial condition, results of operations or near-term liquidity.

The information in this Item 7.01 is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.Exhibits


Exhibit No.		Description
99.1		Letter dated June 8, 2018 from Mr. Habib Yunus to Spindle, Inc.
99.2		Press Release dated June 14, 2018.

~~SIGNATURES~~2

~~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.~~SIGNATURES

~~Date:~~Pursuant ~~June~~to 8the requirements of the Securities Exchange Act of 1934, ~~2018~~the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

~~SPINDLE, INC. By~~Date: ~~/s/~~June ~~Jack~~14, ~~Scott Name: Jack Scott Title: Chief Executive Officer~~2018

4SPINDLE, INC. By: /s/ Jack Scott Name: Jack Scott Title: Interim Chief Executive Officer

Filing Compare · SPINDLE, INC.