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): ~~May~~ 22January 18, ~~2017~~2018

CODE GREEN APPAREL CORP.

(Exact name of registrant as specified in its charter)

Nevada

000-53434

80-0250289

(State or other jurisdiction

of incorporation)

(Commission File

Number)

(I.R.S. Employer

Identification No.)

31642 Pacific Coast Highway, Ste 102

Laguna Beach, CA 92651

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (888) 884-6277

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

~~Convertible~~The information ~~Promissory~~in ~~Note~~Item ~~with~~2.01 ~~Power~~below Upregarding ~~Lending~~the ~~Group~~Exchange ~~Ltd~~Agreement is incorporated in this Item 1.01 by reference.

~~On May 24, 2017,~~Item ~~pursuant to a Securities Purchase Agreement dated May 22, 2017, Code Green Apparel Corp~~2. ~~(“we”, “us” and the “Company”) sold a 9% Convertible Promissory Note dated May 22, 2017, in the principal amount of $32,500, to Power Up Lending Group Ltd~~01. ~~(“Power~~Completion ~~Up” and the “Power Up Note”). The principal amount~~ of ~~the~~Acquisition ~~note accrues interest at 9% per annum until paid~~ or ~~converted into~~Disposition ~~common stock (22% upon the occurrence~~ of ~~an event of default)~~Assets. The Power Up Note has a maturity date of February 28, 2018. We have the right to prepay the note prior to maturity, provided that we pay a prepayment penalty of between 15% and 40%, depending on the number of days that have elapsed from the date the note was sold, together with accrued interest. After the maturity date we have no right to repay the Power Up Note.

~~The~~On January ~~Power~~18, Up2018 ~~Note~~(the is“Closing ~~convertible~~Date”), ~~into~~Code ~~shares of~~Green ~~our~~Apparel ~~common~~Corp. ~~stock~~(“we”, ~~beginning~~“us” or ~~180~~the ~~days~~“Company”), ~~after~~consummated the ~~issuance~~transactions ~~date,~~contemplated atby a ~~conversion~~Share ~~price~~Exchange ~~equal~~Agreement to(the “Exchange Agreement” and the ~~greater~~“Exchange”), ofby ~~65%~~and ofbetween the ~~average~~Company, Designer Apparel Group, LLC (“Designer ofApparel”) and the ~~two~~sole ~~lowest~~member ~~trading~~of ~~prices~~Designer ~~during~~Apparel, Steve Short, on the 20same ~~trading~~day. ~~days~~The ~~prior~~Exchange towas ~~the~~effective ~~applicable~~for ~~conversion~~all purposes ~~and~~as $0of January 18, 2018.~~00006~~ ~~per~~The ~~share~~Exchange Agreement includes customary representations, warranties, and indemnification obligations of the parties.

In connection with the ~~event~~closing of the Exchange, we ~~fail~~ agreed to: ~~deliver~~(i) pay Mr. Short, as the sole member of Designer Apparel, $50,000 in cash, of which (A) $25,000 in cash is due and payable no later than 30 days following the Closing Date; and (B) $25,000 in cash due and payable no later than 180 days following the Closing Date; and to (ii) issue Mr. Short (A) 5,000,000 shares of the Company’s restricted common stock ~~issuable~~within ~~upon~~30 ~~conversion~~days from the Closing Date (the “Closing Shares”); (B) 2,500,000 shares of the ~~note~~ Company’s restricted common stock within ~~three~~ ~~business~~30 days of ~~our~~the ~~receipt~~one year anniversary of athe ~~conversion~~Closing ~~notice~~Date, weprovided the Employment Requirements (described below) are ~~required~~met to(the ~~pay Power Up $~~“1st Anniversary Shares”); and (C) 2,500,000 ~~per~~shares of ~~day~~the ~~for~~Company’s ~~each~~restricted ~~day~~common ~~that~~stock wewithin ~~fail~~30 todays ~~deliver~~of ~~such~~the ~~shares~~two year anniversary of the Closing Date, ~~subject~~provided tothe ~~certain~~Employment ~~exceptions~~Requirements are met (the “2nd Anniversary Shares”, and collectively, with the 1st Anniversary Shares and the Closing Shares, the “Shares”). The “Employment Requirements” means that Mr. Short is employed by the Company in good standing on the applicable date of determination.

AtThe Exchange noAgreement ~~time~~provides ~~may~~ that in the ~~Power~~ Upevent ~~Note be~~the Company becomes subject to any bankruptcy proceeding prior to the earlier of ~~converted~~(a) ~~into~~the ~~shares~~tenth anniversary of ~~our~~the ~~common~~Closing ~~stock~~Date; if(b) ~~such~~the ~~conversion~~date ~~would~~that ~~result~~the ~~in Power Up and~~Company has divested its ~~affiliates~~ownership ~~owning~~of anDesigner ~~aggregate~~Apparel; and of(c) the date Designer Apparel is dissolved, Mr. Short is provided the right, exercisable in ~~excess~~writing, within thirty days of 4Mr.~~99%~~ Short becoming aware of the occurrence of such event, to repurchase the Company’s then ~~outstanding~~entire ~~shares~~ownership interest in Designer Apparel for $10 in cash (a “Repurchase”). In the event the Repurchase occurs prior to (a) the payment in full of ~~our~~the ~~common~~cash ~~stock~~payments due under the Exchange Agreement; and/or (b) the issuance in full of the Shares, all remaining cash payments and Shares, are deemed forfeited, waived and forgiven in their entirety.

The ~~Power~~ UpExchange ~~Note provides~~Agreement ~~for~~also ~~standard~~requires ~~and~~that ~~customary~~Mr. ~~events~~Short ofbe ~~default~~afforded ~~such~~the asoption ~~failing~~ to ~~timely make~~serve ~~payments~~on ~~under~~ the ~~Power~~ ~~Up Note when due and the failure of the~~ Company’s toBoard ~~timely comply with the Securities Exchange Act~~ of ~~1934,~~Directors ~~as amended, reporting requirements.~~for ~~Additionally,~~a ~~upon~~period ~~the occurrence~~ of ~~certain~~not ~~defaults,~~less asthan ~~described~~one in(1) ~~the Power Up~~year ~~Note,~~following ~~we are required to pay Power Up liquidated damages in addition to~~ the ~~amount~~ ~~owed~~Closing ~~under the Power Up Note~~Date.

~~We hope to repay~~As ~~the Power~~a Upresult ~~Note prior to~~of ~~any conversion. In~~ the ~~event that the Power Up Note is not repaid in cash in its entirety~~Exchange, ~~Company~~Designer ~~shareholders~~Apparel ~~may~~became ~~suffer~~our ~~dilution~~wholly-owned ~~if and to the extent that the balance of the Power Up Note is converted into common stock~~subsidiary.

~~The description~~A ofrequired condition to the ~~Power~~ Upclosing ~~Note and Note~~of ~~Purchase~~the Exchange Agreement ~~above~~was isthat ~~not~~the ~~complete~~Company ~~and~~enter isinto ~~qualified~~an inEmployment ~~its~~Agreement ~~entirety~~with Mr. byShort, ~~the~~which ~~full~~employment ~~text~~agreement of the ~~Power Up~~ ~~Note~~parties ~~and~~are ~~Securities~~still ~~Purchase Agreement~~negotiating, ~~filed herewith as Exhibits 10.2~~ and ~~10.1, respectively,~~ which ~~are~~closing ~~incorporated~~requirement bywas ~~reference~~waived inby ~~this~~Mr. Short ~~Item~~prior 1to closing.~~01.~~

~~Convertible~~The foregoing ~~Note~~description ~~with~~of ~~JSJ~~the ~~Investments~~Exchange ~~Inc~~Agreement is qualified in its entirety by reference to the full text thereof which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.

On May 25, 2017, we sold a 10% Convertible Promissory Note to JSJ Investments Inc. (“JSJ” and the “JSJ Convertible Note”) in the amount of $100,000. The note included a $7,500 original issuance discount and we paid $2,000 of JSJ’s legal fees in connection with our entry into the note. Amounts owed under the JSJ Convertible Note accrue interest at the rate of 10% per annum (18% upon an event of default). The JSJ Convertible Note is payable by us on demand by JSJ at any time after February 25, 2018. We have the right to prepay the JSJ Convertible Note prior to the maturity date in the event we pay a prepayment penalty of between 30% to 45% of the principal then due, together with accrued interest, provided that the note can only be repaid if JSJ consents to such repayment.

The JSJ Convertible Note and all accrued interest is convertible at the option of the holder thereof into the Company’s common stock at any time. The conversion price of the JSJ Convertible Note is 55% (a 45% discount) of the lower of (a) the third lowest intra-day trading prices of the Company’s common stock during the 20 trading days prior to any conversion date of the note, and (b) the lowest intra-day trading price of the Company’s common stock during the 20 trading days prior to the entry into the note. In the event we do not issue the holder the shares due in connection with a conversion within three business days, we are required to pay the holder $2,000 per day until such shares are delivered. In the event certain defaults under the note occur the conversion discount increases by 5%.

The JSJ Convertible Note contains standard and customary events of default, including in the event we fail to timely file any and all reports due with the Securities and Exchange Commission. Upon the occurrence of an event of default, we are required to pay JSJ liquidated damages in addition to the amount owed under the JSJ Convertible Note.

At no time may the JSJ Convertible Note be converted into shares of our common stock if such conversion would result in JSJ and its affiliates owning an aggregate of in excess of 4.99% of the then outstanding shares of our common stock, provided such percentage may be increased or decreased by JSJ upon not less than 61 days prior written notice to us.

We hope to repay the JSJ Convertible Note prior to any conversion. In the event that the JSJ Convertible Note is not repaid in cash in its entirety, Company shareholders may suffer dilution if and to the extent that the balance of the JSJ Convertible Note is converted into common stock.

The description of the JSJ Convertible Note above is not complete and is qualified in its entirety by the full text of the JSJ Convertible Note, filed herewith as Exhibit 10.3, which is incorporated by reference in this Item 1.01.

Convertible Promissory Note with Auctus Fund, LLC

On June 5, 2017, pursuant to a Securities Purchase Agreement, we sold a 10% Convertible Promissory Note in the principal amount of $150,000 to Auctus Fund, LLC (“Auctus” and the “Auctus Convertible Note”). The principal amount of the note accrues at 10% per annum until paid or converted into common stock (24% upon the occurrence of an event of default). The Auctus Convertible Note has a maturity date of March 5, 2018. Auctus paid $100,000 of the purchase price of the note at the closing and agreed to pay $50,000 of the purchase price within forty five (45) days after the closing date, so long as an event of default under the note has not occurred. The note can be repaid at any time prior to the 180th day after the issuance date subject to prepayment penalties of between 35% and 50% of the principal amount of the note, together with accrued interest, depending on what repaid.

At closing, we reimbursed Auctus’ legal expenses in the amount of $2,750 and paid $8,333 to Auctus to cover due diligence, monitoring, and other transaction costs incurred for services rendered by Auctus. An additional $4,167 in due diligence, monitoring, and other transaction costs are due in connection with the payment of the $50,000 portion of the purchase price.

The Auctus Convertible Note is convertible into shares of our common stock at any time, at a conversion price equal to 58% of the lowest trading price during the prior 20 trading days, subject to anti-dilution rights.

If we do not deliver common stock due upon a conversion of the note by DWAC, an additional 10% discount will apply for all future conversions under the note. If our common stock is “chilled” for deposit into the DTC system and only eligible for clearing deposit, an additional 15% discount will apply for all future conversions under the note while the “chill” is in effect. Additionally, if we cease to be a reporting company or if the note cannot be converted into free trading shares after 181 days from the closing date, an additional 30% discount will apply. Additionally, if we fail to maintain our status as “DTC Eligible” for any reason, or, if the conversion price is less than $0.0005 at any time, the principal amount of the note is increased by $10,000. If an event of default under the note occurs after the sixth month anniversary of the closing date, the principal amount of the note increases by $15,000. If the note is not paid at maturity, the principal amount of the note increases by $15,000. If, we do not maintain or replenish the reserve of shares required under the note within three (3) business days of the request of Auctus, the principal amount of the note increases by $5,000 per occurrence.

In the event we fail to deliver the shares of common stock issuable upon conversion of the note within three business days of our receipt of a conversion notice, we are required to pay Auctus $1,000 per day for each day that we fail to deliver such shares.

At no time may the Auctus Convertible Note be converted into shares of our common stock if such conversion would result in Auctus and its affiliates owning an aggregate of in excess of 4.99% of the then outstanding shares of our common stock, subject to the right of Auctus to increase such percentage to 9.99% with 61 days prior notice.

The Auctus Convertible Note provides for standard and customary events of default such as failing to timely make payments under the Auctus Convertible Note when due and the failure of the Company to timely comply with the Securities Exchange Act of 1934, as amended, reporting requirements. Additionally, upon the occurrence of certain defaults, as described in the Auctus Convertible Note, we are required to pay Auctus liquidated damages in addition to the amount owed under the Auctus Convertible Note.

We also agreed pursuant to the Securities Purchase Agreement that until the sooner of the six month anniversary of the closing date or the payment of the note in full, or full conversion of the note, we would not, directly or indirectly, without Auctus’ prior written consent, which consent shall not be unreasonably, undertake certain transactions, including solicit any offers for, respond to any unsolicited offers for, or conduct any negotiations with any other person or entity in respect of any variable rate debt transactions (i.e., transactions where the conversion or exercise price of the security issued by the Company varies based on the market price of the common stock) above $500,000 (per variable rate debt transaction).

We hope to repay the Auctus Convertible Note prior to any conversion. In the event that the Auctus Convertible Note is not repaid in cash in its entirety, Company shareholders may suffer dilution if and to the extent that the balance of the Auctus Convertible Note is converted into common stock.

The description of the Auctus Convertible Note and Securities Purchase Agreement above is not complete and is qualified in its entirety by the full text of the Auctus Convertible Note and Securities Purchase Agreement, filed herewith as Exhibits 10.5 and 10.4, respectively, which are incorporated by reference in this Item 1.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosures above in Item 1.01, below the headings “Convertible Promissory Note with Power Up Lending Group Ltd.”, “Convertible Note with JSJ Investments Inc.” and “Convertible Promissory Note with Auctus Fund, LLC” are incorporated by reference in this Item 2.03 in their entirety.

Item 3.02 Unregistered Sales of Equity Securities.

As described above under “Item 1 2.01, ~~which~~Completion ~~disclosures~~of ~~are~~Acquisition ~~incorporated~~or byDisposition ~~reference~~of ~~in this Item 3.02~~Assets”, onin ~~May~~connection ~~22,~~with ~~2017 we sold Power Up,~~ the ~~Power Up Note, on~~ ~~May~~Exchange 25Agreement, ~~2017, we sold JSJ~~ the ~~JSJ~~Company ~~Convertible~~agreed ~~Note,~~to ~~and~~issue onup ~~June 5, 2017, we sold Auctus, the Auctus Convertible Note. The notes are convertible into our common stock at a discount~~ to ~~the~~10 ~~trading~~million ~~price~~shares of ~~our~~restricted common stock asto ~~described~~Mr. inShort. ~~greater~~The ~~detail~~Company ~~above.~~claims/will We claim an exemption from registration for ~~the~~such issuances ofand ~~such~~sales ~~convertible~~described ~~securities~~above pursuant to Section 4(a)(2) and/or Rule ~~506~~ 506(b) of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), since the foregoing issuances and sales did not/will not involve a public offering, the recipients ~~were~~took/will ~~(i)~~take anthe ~~“accredited~~securities ~~investor”;~~for investment and not resale, we took/orwill ~~(ii)~~take appropriate measures to restrict transfer, and the recipient had access to similar documentation and information as would be required in a Registration Statement under the Securities Act,. ~~and~~With ~~the~~respect ~~recipients acquired~~to the ~~securities~~transaction ~~for~~described ~~investment~~above, ~~only~~no general ~~and~~solicitation ~~not~~was ~~with~~made aeither ~~view~~by ~~towards,~~us or ~~for~~by ~~resale~~any inperson ~~connection~~acting ~~with,~~on ~~the~~our ~~public sale or distribution thereof~~behalf. The ~~securities~~transaction ~~were~~was ~~offered~~privately ~~without any general solicitation by us or our representatives~~negotiated. No underwriters or agents were involved in the foregoing ~~issuances~~issuance and wethe Company paid no underwriting discounts or commissions. The securities sold are subject to transfer restrictions, and the ~~certificates~~certificate(s) evidencing the securities contain/will contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
10.1*		Securities Purchase Agreement dated May 22, 2017, by and between Code Green Apparel Corp. and Power Up Lending Group Ltd.
2.1*+		Share Exchange Agreement By and Between Code Green Apparel Corp., Designer Apparel Group, LLC, and the Members of Designer Apparel Group, LLC, Dated January 18, 2018 and Effective January 18, 2018
10.2*		$35,000 Convertible Promissory Note dated May 22, 2017, by Code Green Apparel Corp. in favor of Power Up Lending Group Ltd.
10.3*		10% Convertible Promissory Note dated May 25, 2017, by Code Green Apparel Corp. in favor of JSJ Investment Inc.
10.4*		Securities Purchase Agreement dated June 5, 2017, by and between Code Green Apparel Corp. and Auctus Fund, LLC
10.5*		10% $150,000 Convertible Promissory Note dated June 5, 2017, by Code Green Apparel Corp. in favor of Auctus Fund, LLC

*Filed herewith.

+ Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that Code Green Apparel Corp. may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or exhibit so furnished.

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.

	CODE GREEN APPAREL CORP.
Date: June 16, 2017	By:	/s/ George J. Powell, III
Date: January 23, 2018	By:	/s/ George J. Powell, III
		George J. Powell, III
		Chief Executive Officer
		(Principal Executive Officer)

EXHIBIT INDEX

Exhibit No.		Description
10.1*		Securities Purchase Agreement dated May 22, 2017, by and between Code Green Apparel Corp. and Power Up Lending Group Ltd.
2.1*+		Share Exchange Agreement By and Between Code Green Apparel Corp., Designer Apparel Group, LLC, and the Members of Designer Apparel Group, LLC, Dated January 18, 2018 and Effective January 18, 2018
10.2*		$35,000 Convertible Promissory Note dated May 22, 2017, by Code Green Apparel Corp. in favor of Power Up Lending Group Ltd.
10.3*		10% Convertible Promissory Note dated May 25, 2017, by Code Green Apparel Corp. in favor of JSJ Investment Inc.
10.4*		Securities Purchase Agreement dated June 5, 2017, by and between Code Green Apparel Corp. and Auctus Fund, LLC
10.5*		10% $150,000 Convertible Promissory Note dated June 5, 2017, by Code Green Apparel Corp. in favor of Auctus Fund, LLC

*Filed herewith.

Filing Compare · CODE GREEN APPAREL CORP