UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, ~~D.C.~~ DC 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 orOR 15(d) OF THE

ofSECURITIES ~~the~~EXCHANGE ACT ~~Securities~~OF ~~Exchange Act of~~ 1934

~~Date~~August ~~of Report (Date of earliest event reported): April 26~~23, 2019

Date of report (date of earliest event reported)

FMC GlobalSat Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	333-224906	82-2691035
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdictions of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Nos.)

~~3301~~FMC SEGlobalSat ~~14th Avenue Fort Lauderdale~~Holdings, FL 33316 (Address of principal executive offices) (zip code) 954-678-0697 (Registrant’s telephone number, including area code) Not applicable (Former name or former address, if changed since last reportInc.)

~~Check~~3301 ~~the~~SE ~~appropriate~~14th ~~box below if the~~Avenue ~~Form~~Fort ~~8-K~~Lauderdale, ~~filing~~FL ~~is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~33316

(Address of principal executive offices) (Zip Code)

(954) 678-0697

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants 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~~2of the Securities Exchange Act of 1934 (§ 240. 12b-2 of this chapter).

Emerging ~~growth~~Growth ~~company~~ Company ☒

If an emerging growth company, indicate by a 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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered

Item 21.0301 ~~Creation~~Entry ofinto a ~~Direct~~Material ~~Financial~~Definitive ~~Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant~~Agreement.

On ~~April~~August 2623, 2019, FMC GlobalSat Holdings, Inc., ~~a Delaware corporation~~ (the “Company”), issued a convertible promissory note ~~(the “Note”)~~ in the ~~aggregate~~ principal amount of $~~225~~150,000 to an accredited investor ~~(the “Holder”)~~. The ~~Note~~note matures on ~~October~~February 2623, ~~2020~~2021 ~~(“Maturity Date”)~~ and ~~bears~~accrues interest at a rate of 12% per annum, payable ~~monthly~~upon maturity. The entire ~~then outstanding~~ principal ~~amount,~~ and ~~any~~ ~~accrued but unpaid~~ interest, ofon the Note shall be automatically converted into shares of the Company’s common stock on ~~the~~ ~~Maturity Date. Notwithstanding~~ the ~~foregoing~~maturity date, ~~the~~or ~~Holder~~at ~~may convert~~ the ~~then~~option ~~outstanding~~of ~~principal and any accrued but unpaid interest beginning on~~ the ~~date the~~ Company’s ~~Common~~at ~~Stock~~any istime, ~~publicly traded and ending on the Maturity Date~~ at a conversion price of $1.50 per share. The Company may prepay ~~all or any portion of~~ the ~~Note~~note at any time without penalty.

A copy of the Note and Note Purchase Agreement is attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2 and is incorporated herein by reference as though fully set forth herein. The foregoing summary description of the ~~Note~~transactions ~~does~~is not ~~purport~~intended to be be complete and is qualified in its entirety by ~~reference to~~ the complete text of the Note ~~form~~and ~~of Promissory~~ Note ~~filed~~Purchase ~~as Exhibit 10~~Agreement.1 ~~hereto, which is incorporated herein by reference.~~

Item 3.02 Unregistered Sales of Equity Securities.

The ~~disclosures~~information set forth in Item 21.0301 ~~are~~is incorporated by ~~into this Item 3.02 by~~ reference~~. The issuance of the Note was made in reliance on an exemption from registration pursuant to Section~~ ~~4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Regulation D (Rule 506) under the Securities Act~~herein.

~~Item~~The ~~9.01~~Company ~~Financial~~offered ~~Statements~~ and ~~Exhibits~~sold the note in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

~~(d)~~Item ~~Exhibits~~5.02 Departure of Directors or Certain Officers, Election of Directors, Appointment of Certain Officers, Compensatory Arrangements of Certain Officers.

Exhibit No.		Description
10.1		Convertible Promissory Note, dated April 26, 2019

On August 23, 2019, Edward Stern resigned from as a director of the Company. The resignation was not the result of any disagreement or dispute with the Company.

1Item 9.01 Financial Statements and Exhibits

~~SIGNATURES~~(d) Exhibits

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.

Exhibit No.		Description
10.1		Convertible Promissory Note dated August 23, 2019

	FMC GLOBALSAT HOLDINGS, INC.
Dated: May 2, 2019	/s/ Emmanuel Cotrel
	Emmanuel Cotrel
	Chief Executive Officer

2SIGNATURES

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.

	FMC GLOBALSAT HOLDINGS, INC.

Date: August 29, 2019	By:	/s/ Emmanuel Cotrel
	Name:	Emmanuel Cotrel
	Title:	Chief Executive Officer

Exhibit No.		Description
10.1		Convertible Promissory Note dated August 23, 2019

Filing Compare · FMC GlobalSat Holdings, Inc.