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): ~~July~~November 1115, 2019

Frélii, Inc.

(Exact name of registrant as specified in its charter)

Nevada

333-107179 & 000-51210

980380519

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2701 North Thanksgiving Way Suite 100, Lehi, UT 84043

(Address of Principal Executive Offices)

(833) 437-3544

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~~Securities byregistered ~~check~~pursuant ~~mark~~to ~~whether~~Section ~~the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933~~ 12(~~17 CFR §230.405~~b) ~~or Rule 12b-2~~ of the ~~Securities Exchange~~ Act ~~of 1934 (17 CFR §240.12b-2).~~:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

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 5 1.~~02.~~01 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

~~Leslie~~Securities ~~Norris~~Purchase has resigned from her position as the Chief Operating Officer (“COO”) of Frelii, Inc. (“The Company”). Ms. Norris will continue to serve as a member of The Company’s board of directors. As part of a leadership reorganization, The Company is pursuing a new COO with operational experience in genetic sequencing and early cancer detection methods. During the transition, U.S. as well as Canadian operations will be overseen by the current CAO, Sandy Uppal.Agreement

~~Item~~Frelii, 8Inc.01, ~~Other~~a ~~Events~~Nevada corporation (the “Company”), entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) whereby three investors (the “Investors”) purchased from the Company, for a purchase price of $51,333.33 each (the “Purchase Price”) Convertible Redeemable Promissory Notes, in the principal amount of $56,466.66 each (the “Notes”). The aggregate purchase price of the Notes was $154,000 and the aggregate principal amount of the Notes is $169,400. The Purchase Price was funded on November 15, 2019.

~~Frelii, Inc. (“~~The ~~Company”) has~~ ~~opened~~Securities ~~its~~Purchase ~~first~~Agreement ~~wholly~~contains ~~owned~~such ~~subsidiary~~representations, ~~Frelii~~warranties ~~Canada~~and ~~Inc.~~covenants inas ~~Mississauga,~~are ~~Ontario,~~typical ~~Canada.~~for ~~The~~a ~~establishment~~transaction of this ~~subsidiary will enable The Company to manage operational activities and better serve its Canadian customer base~~nature. ~~Frelii Canada will be led by Sandy Uppal and supported by Yvan Aubin.~~

Convertible Redeemable Promissory Notes

Each of the Notes is due and payable on November 11, 2020 (the “Maturity Date”) and entitles the holder to 10% interest per annum (the “Interest Rate”). The Notes may be converted into shares of the Company’s common stock at 35% discount to the lowest closing bid price of the Common Stock, for the 20 trading days immediately prior to the delivery of a notice of conversion; provided, however, such conversion shall not be effected to the extent that the Investor together with any of its affiliates would beneficially own in excess of 4.99%. The Company may redeem the Notes prior to May 13, 2020, as follows: (i) if the redemption occurs within the first 60 days then an amount equal to 125% of the outstanding principal amount of each Note plus any accrued interest and any default interest, (ii) if the redemption occurs after the 61st day but on or before the 180th day following the issuance of the Notes, then an amount equal to 135% of the outstanding principal amount of each Note plus any accrued interest and any default interest.

In the event of a default, without demand, presentment or notice, the Notes shall become immediately due and payable.

The foregoing provides only a brief description of the material terms of the Securities Purchase Agreement and the Notes, and 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 the full text of the forms of Securities Purchase Agreement and the Notes, respectively, filed as exhibits to this Current Report on Form 8-K, and are incorporated herein by reference.

Item 2.03

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

The disclosure provided under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.02

Unregistered Sales of Equity Securities.

The applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. The issuance of the securities set forth herein (the “Securities”) was made in reliance on the exemption provided by Section 4(a)(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company’s reliance upon Section 4(a)(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the Securities was an isolated private transaction by us which did not involve a public offering; (b) there were a small number of recipients; (c) there were no subsequent or contemporaneous public offerings of the Securities by the Company; (d) the Securities were not broken down into smaller denominations; (e) the negotiations for the issuance of the Securities took place directly between the individuals and the Company; and (f) each recipient of the Securities is an accredited investor.

Item 9.01.

Financial Statements and Exhibits.

Exhibit No.		Description
4.1		Form of Convertible Redeemable Promissory Note*
10.1		Form of Securities Purchase Agreement *

* filed herewith

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.

	Frélii, Inc.
Date: July 15, 2019	By:	/s/ Ian Jenkins
Date: November 21, 2019	By:	/s/ Ian Jenkins
	Name:	Ian Jenkins
	Title:	Chief Executive Officer

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