UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 16, 2013
WARP 9, INC.
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(Exact name of registrant as specified in its charter)
NEVADA
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(State or other jurisdiction of incorporation)
0-13215 30-0050402
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(Commission File Number) (I.R.S. Employer Identification No.)
6500 HOLLISTER AVENUE, SUITE 120, SANTA BARBARA, CALIFORNIA 93117
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(Address of principal executive offices) (Zip Code)
(805) 964-3313
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(Registrant's telephone number, including area code)
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(Former name, former address and former fiscal year,
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.
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR240.14d-2(b))
[_] Soliciting material pursuant to Rule 14a-12 under Exchange Act (17
CFR240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
SECTION 8. OTHER EVENTS
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ITEM 8.01. OTHER EVENTS
On May 16, 2013, Warp9 Inc., a Nevada corporation (the "Company")
entered into a convertible promissory note (the "Note") in the original
principal amount of $100,000 with Wings Fund, Inc., a Nevada corporation and
affiliate of the Company (the "Lender"), $10,000 of which was advanced upon
execution of the Note and the remaining $90,000 of which may be advanced by the
Lender in such amounts as the Lender may choose in its sole discretion. The note
bears simple interest at an annual rate of ten percent (10%) with all principal
and accrued interest payable on or before May 16, 2014, unless sooner converted
into common stock. The conversion price is the lesser of $0.015 per share of
common stock or fifty percent (50%) of the lowest trade price of common stock
recorded on any trade day after May 16, 2013.
SECTION 9. FINANCIAL STATEMENTS, PRO FORMA FINANCIALS & EXHIBITS
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(a) Exhibits
99.1 Convertible Promissory Note, $100,000.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
WARP 9, INC.
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(Registrant)
Date: May 20, 2013
/s/ Andrew Van Noy
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Andrew Van Noy, Chief Executive
Officer and President
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