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): ~~December~~April 0611, ~~2018~~2019

~~Avalanche~~AVALANCHE ~~International~~INTERNATIONAL ~~Corp~~CORP.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Charter~~its charter)

Nevada	~~333-179028~~	38333-~~3841757~~179028	38-3841757
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation or organization)		(Commission File Number)	(I.R.S. Employer Identification No.)

5940 S. Rainbow Blvd., Las Vegas, NV		89118
(Address of principal executive offices)		(Zip Code)

5940 S. Rainbow Blvd., Las Vegas, NV 89118

~~Registrant’s~~ (Address ~~telephone~~of ~~number,~~principal ~~including area~~executive ~~code: (888~~offices) (Zip ~~863-9490~~Code)

(~~Former name or former address, if changed since last report~~888) 863-9490

(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 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 x☐

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. ☐

Forward-Looking Statements

This Current Report on Form 8-K and other written and oral statements made from time to time by us may contain so-called “forward-looking statements,” all of which are subject to risks and uncertainties. Forward-looking statements can be identified by the use of words such as “expects,” “plans,” “will,” “forecasts,” “projects,” “intends,” “estimates,” and other words of similar meaning. One can identify them by the fact that they do not relate strictly to historical or current facts. These statements are likely to address our growth strategy, financial results and product and development programs. One must carefully consider any such statement and should understand that many factors could cause actual results to differ from our forward-looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed and actual future results may vary materially.

~~ITEM~~Item 71.01 ~~REGULATION~~Entry FDinto ~~DISCLOSURE~~a Material Definitive Agreement.

On April 11, 2019 (the “Closing Date”), Avalanche International Corp., a Nevada corporation (the “Company”) entered ~~will~~into ~~participate~~a Securities Purchase Agreement (the “SPA”) with an institutional investor (the “Investor”) inproviding for the ~~11th~~issuance ~~Annual~~of LD(i) ~~Micro~~a ~~Conference~~10% onSenior ~~December~~Secured 04Convertible ~~through~~Promissory ~~December~~Note ~~06,~~(the ~~2018~~“Convertible ~~and~~Note”) with ~~have~~a ~~Philip~~principal ~~Mansour,~~face ~~its~~amount ~~CEO~~of $2,750,000, onwhich ~~December~~Convertible 6Note is, ~~2018~~ atsubject ~~11:30~~to ~~A.M.~~certain PTconditions, ~~discuss~~convertible into 3,235,294 shares (the ~~contents~~“Conversion Shares”) of acommon ~~presentation~~stock ~~prepared~~of by the Company ~~(the~~at $0.85 per share (“~~Corporate~~Common ~~Presentation~~Stock”)., ~~The~~subject ~~Corporate~~to ~~Presentation~~adjustment, ~~includes~~and an(ii) ~~overview~~a offive-year warrant (the ~~Company~~“Warrant”) to purchase 1,617,647 ~~its~~shares ~~subsidiaries~~of Common Stock (the “Warrant Shares” and ~~other~~with ~~business~~the ~~units~~Conversion Shares, ~~provides~~the ~~some~~“Issuable ~~updates~~Shares”) at an exercise price of $0.85 (the “Financing”). Pursuant to a registration rights agreement entered into with the Investor on the Closing Date (the “Registration Rights Agreement”), the Company’s ~~business~~agreed ~~year~~to file a registration statement on Form S-1 to ~~date,~~register the ~~company’s~~Issuable ~~revenue~~Shares, ~~projections~~including all shares of Common Stock issued and ~~prospective~~issuable ~~growth~~as ~~plans~~interest ~~for~~or principal on the ~~coming years~~Convertible Note, ~~and~~within ~~which~~ninety is(90) ~~attached~~days ~~hereto~~of asthe ~~Exhibit~~Closing 99Date.1.

~~Investors~~Pursuant to the SPA, the Company and ~~interested~~certain ~~parties~~of ~~who~~its ~~desire~~subsidiaries (the “Subsidiaries”) and the Investor entered into a security agreement (the “Security Agreement”), pursuant to ~~participate~~which the Company and its Subsidiaries granted to the Investor a security interest in, among other items, the ~~webcast~~Company’s ~~must~~and ~~use~~the ~~this~~Subsidiaries’ ~~link:~~accounts, chattel paper, documents, equipment, general intangibles, instruments and inventory, and all proceeds, as set forth in the Security Agreement. In addition, two affiliated parties of the Company jointly and severally agreed to guaranty and act as surety for the Company’s obligation to repay the Convertible Note pursuant to a Guaranty (the “Guaranty”).

~~http://www~~As a condition to closing of the SPA, all officers, directors, and 5% or greater shareholders of the Company have each entered into a lock-up agreement (the “Lock-Up Agreement”) pursuant to which such affiliates shall not offer, sell, transfer or otherwise dispose of any Common Stock or similar securities, or exercise any right with respect to the registration thereof, until the date on which the Convertible Note is no longer outstanding, subject to the conditions set forth in the Lock-Up Agreement.~~wsw.com/webcast/ldmicro15/avlp/~~

~~Links~~In order to facilitate the ~~press~~Financing, ~~release~~the Company, ~~view~~its existing senior creditors (the ~~conference presentation~~“Lenders”), and ~~webcast~~the ~~replay~~Investor ~~will~~entered beinto ~~available~~an Intercreditor ~~within~~Agreement 2(the ~~business~~“Intercreditor ~~days~~Agreement”) ~~after~~pursuant to which the ~~conference~~Lenders atagreed ~~http://www.AvalancheInternationalCorp.com~~to subordinate ~~under~~their respective senior interests in the Collateral (as defined in the Intercreditor Agreement), but only with respect to the Collateral, to the secured interest granted to the Investor ~~Relations~~pursuant ~~section~~to the Security Agreement.

~~The~~Description ~~information contained in this Current Report shall not be deemed “filed” for purposes~~ of ~~Section 18 of~~ the ~~Securities~~Senior ~~Exchange~~Secured ~~Act of 1934, as amended (the~~Convertible ~~“Exchange~~Promissory Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The furnishing of the information in this Current Report on Form 8-K is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information contained in this Current Report on Form 8-K constitutes material investor information that is not otherwise publicly available.Note

The ~~Securities~~Convertible Note ~~and~~has ~~Exchange~~a ~~Commission encourages~~principal ~~registrants~~face toamount ~~disclose~~of ~~forward-looking~~$2,750,000 ~~information~~and sobears ~~that~~interest ~~investors~~at ~~can~~10% ~~better~~per ~~understand~~annum, ~~the~~payable ~~future~~monthly, ~~prospects~~which oftwelve (12) months’ ainterest ~~registrant~~amount ~~and~~shall ~~make~~be ~~informed~~guaranteed ~~investment~~and ~~decisions.~~the ~~This~~remaining ~~Current~~unpaid ~~Report~~portion onthereof ~~Form~~shall ~~8-K~~be accelerated and ~~exhibits~~payable ~~may~~in ~~contain~~connection ~~these~~with any ~~types~~conversion of ~~statements, which~~the ~~are~~Convertible Note (the “~~forward~~Make-~~looking~~Whole ~~statements~~Amount”). ~~within~~Commencing on the ~~meaning~~first Trading Day of the fifth ~~Private~~month ~~Securities~~following ~~Litigation~~the ~~Reform~~Closing ~~Act~~Date and for a period of ~~1995~~eight months, ~~and~~ ~~which~~the ~~involve~~Company ~~risks,~~shall ~~uncertainties~~make ~~and~~amortization ~~reflect~~payments in cash to the ~~registrant’s~~Investor ~~judgment~~in aseight ofequal monthly payments until the ~~date~~Convertible ofNote ~~this~~is ~~Current~~satisfied ~~Report~~in onfull ~~Form 8-K~~(each, an “Amortization Payment”). Each ~~Forward~~Amortization Payment shall consist of one-~~looking~~eight ~~statements~~(1/8th) ~~may~~of ~~relate~~each ~~to,~~of ~~among~~the ~~other~~original ~~things~~principal amount of the Convertible Note, accrued ~~operating~~but ~~results~~unpaid interest and ~~are~~the ~~indicated~~Make-Whole byAmount ~~words~~in oraccordance ~~phrases~~with ~~such~~the Amortization Payment Schedule set forth in the Convertible asNote. ~~“expects,”~~The ~~“should,”~~Convertible ~~“will,”~~Note ~~and~~is ~~similar~~convertible ~~words~~into orcommon ~~phrases~~stock at $0.85 ~~These~~per ~~statements~~share ~~are~~(the “Conversion Price”), subject to ~~inherent~~adjustment ~~uncertainties~~for ~~and~~customary ~~risks~~stock ~~that~~splits, ~~could~~stock ~~cause~~dividends, ~~actual~~combinations ~~results~~or tosimilar ~~differ~~events, ~~materially~~and ~~from~~subject ~~those~~to ~~anticipated at~~ the ~~date~~beneficial ofownership ~~this~~limitation. ~~Current~~The ~~Report~~Convertible onNote ~~Form~~contains ~~8-K.~~standard ~~Investors~~and ~~are~~customary ~~cautioned~~events of default including, but not limited to, ~~rely~~failure ~~unduly~~to onmake payments ~~forward-looking~~when ~~statements~~due ~~when~~under ~~evaluating~~the Convertible Note, failure to comply with certain covenants contained in the ~~information~~Convertible Note, or bankruptcy ~~presented~~or ~~within~~insolvency of the Company.

~~ITEM~~During ~~9.01~~the ~~FINANCIAL~~term of ~~STATEMENTS~~the ~~AND~~Convertible ~~EXHIBITS~~Note or the Investor holds any Conversion Shares, in the event that the Company or any subsidiary thereof, as applicable, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue any Common Stock or Common Stock Equivalents, at an effective price per share less than the Conversion Price (the “Base Share Price”), then simultaneously with the consummation of each dilutive issuance, the Conversion Price shall be reduced and only reduced to equal the Base Share Price.

At any time after the Closing Date, the Company may deliver a notice to the Investor of its irrevocable election to redeem some or all of the then outstanding principal amount of the Convertible Note for cash for an amount equal to the Optional Redemption Amount (das defined in the Convertible Note) ~~Exhibits:~~ on the tenth (10th) Trading Day following the date of the notice. During the term of the Convertible Note, in the event that the Company consummates a Subsequent Financing (as defined in the SPA), the Investor shall have the right to require the Company to first use up to 100% of the gross proceeds of such Subsequent Financing to redeem all or a portion of the Convertible Note for an amount in cash equal to the Mandatory Redemption Amount (as defined in the Convertible Note).

~~The exhibits listed in the following Exhibit~~Description ~~Index are filed as part~~ of ~~this~~the ~~Current Report on Form 8-K.~~Warrant

Exhibit No.	Description
99.1	Corporate Presentation

The Warrant entitles the holder to purchase shares of the Company’s common stock for a period of five years subject to certain beneficial ownership limitations. The Warrant is exercisable immediately commencing on the issuance date. The Warrant has an exercise price of $0.85 per share, subject to adjustment for customary stock splits, stock dividends, combinations or similar events. The Warrant may be exercised on a cashless basis prior to registration of the underlying common stock and for cash subsequent to registration.

~~SIGNATURES~~The foregoing are only brief descriptions of the material terms of the SPA, Convertible Note, Warrant, Registration Rights Agreement, Security Agreement, Guaranty, Lock-up Agreement, and Intercreditor Agreement, the forms of which are attached hereto as exhibits to this Current Report on Form 8-K, and are incorporated herein by reference. The foregoing does not purport to be a complete description of the rights and obligations of the parties thereunder and such descriptions are qualified in their entirety by reference to such exhibits.

~~Pursuant~~Item to3.02 ~~the~~Unregistered ~~requirements~~Sales of ~~the~~Equity Securities ~~Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.~~

	AVALANCHE INTERNATIONAL CORP.
Date: December 6, 2018	By:	/s/ Philip E. Mansour
		Philip E. Mansour
		Chief Executive Officer

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference to this Item 3.02. The Convertible Note, the Warrants and the Issuable Shares described in this Current Report on Form 8-K were offered and sold to the Investor in reliance upon exemption from the registration requirements under Section 4(a)(2) under the Securities Act of 1933 and, as applicable, Rule 506 of Regulation D promulgated thereunder.

Item 9.01 Exhibits and Financial Statements.

(d) Exhibits:

Exhibit No.		Description

4.1		Form of 10% Senior Secured Convertible Promissory Note
4.2		Form of Warrant
4.3		Form of Registration Rights Agreement
10.1		Securities Purchase Agreement
10.2		Form of Security Agreement
10.3		Form of Guaranty
10.4		Form of Lock-up Agreement
10.5		Form of Intercreditor Agreement

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 thereunto duly authorized.

	AVALANCHE INTERNATIONAL CORP.



Date: April 12, 2019	By:	/s/ Philip E. Mansour
		Philip E. Mansour
		Chief Executive Officer

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