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): ~~February~~May 121, 2019

AfterMaster, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-10196		23-2517953
(State or other jurisdictionof incorporation)		(Commission FileNumber)		(IRS Employer IdentificationNumber)

6671 Sunset Blvd., Suite 1520 Hollywood, California		90028
(Address of principal executive offices)		(zip code)

(310) 657-4886

(Registrant’s telephone number, including area code)

(former name or former address, 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 (see General Instruction A.2. below):

☐	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 37.0201 ~~Unregistered~~Regulation ~~Sales~~FD ~~of Equity Securities~~Disclosure.

On May ~~February~~16, 520 and 21, 2019, Aftermaster, Inc. (the “Company”") entered ~~issued~~into 1forbearance ~~share~~agreements with all of ~~its~~the ~~Series~~Company’s convertible Hnote ~~Preferred~~holders ~~Stock~~who tohold ~~the~~ratcheting convertible note debt, ~~Company’s~~that ~~CEO~~is ~~and~~currently ~~director~~eligible for conversion into common shares. The forbearance agreements specifically include restrictions on (i) debt conversions, ~~Larry~~(ii) ~~Ryckman~~the sale of Company common stock, inand ~~consideration~~(iii) the exercise of ~~$25~~remedies under the convertible notes,~~000~~ offor ~~accrued~~120 ~~and~~days. In ~~unpaid~~exchange ~~wages~~for the forbearance agreements, the Company’s ~~failure~~will make topayments ~~timely~~for ~~pay~~the ~~current~~forbearance and ~~past~~principal ~~salaries~~and tointerest ~~Mr.~~payments ~~Ryckman,~~in an Mraggregate amount of approximately 3% of the notes per month. The ~~Ryckman~~120-day forbearance term can be extended for an additional 120 days upon the Company’s ~~willingness~~payment toof ~~accrue~~an ~~unpaid~~additional ~~payroll~~20% ~~and~~of the ~~non-reimbursement~~outstanding note balances. The conversion of ~~business~~the ~~expenses~~Company’s ratcheting ~~without~~convertible ~~penalty~~debt or(colloquially ~~action~~known as toxic ~~for~~convertible ~~all~~debt) ~~amounts,~~into shares has resulted in substantial shareholder dilution and ~~Mr.~~adversely ~~Ryckman~~affected the Company’s share ~~prior~~price, ~~personal~~which ~~guarantees~~has reduced the Company’s ability to raise ofcapital on terms the Company ~~liabilities~~views as attractive. The ~~issuance~~Company believes tothat ~~Mr.~~the ~~Ryckman~~forbearance ~~was~~agreements ~~made~~will inprovide much-needed ~~reliance~~breathing onroom for the ~~exemption~~Company ~~from~~to ~~registration~~execute ~~provided~~on byits ~~Section~~operational ~~4(a)(2)~~objectives ofand allow the ~~Securities~~Company’s ~~Act~~share asprice ~~there~~to ~~was~~better reflect noits ~~general~~potential ~~solicitation~~value, ~~and~~ which is expected to assist in the retirement ~~transaction~~of ~~did~~some ~~not~~or ~~involve~~all aof ~~public~~the ~~offering~~notes.

OnThe ~~February~~information 5,contained ~~2019,~~in ~~Aftermaster,~~this ~~Inc~~Item 7.01 ~~(the~~is ~~“Company”) issued~~being 1furnished ~~share of its Series H Preferred Stock to the~~and ~~Company’s~~shall ~~Senior~~not ~~Vice~~be ~~President~~deemed ~~and~~“filed” ~~director,~~for ~~Mark~~purposes ~~Depew, in consideration~~ of ~~$25,000~~Section 18 of ~~accrued and unpaid wages,~~ the ~~Company’s~~ ~~failure~~Securities toExchange ~~timely~~Act ~~pay~~of ~~current~~1934, ~~and~~as ~~past~~amended ~~salaries to~~(the ~~Mr.~~“Exchange ~~Depew~~Act”), ~~Mr.~~or ~~Depew’s~~otherwise ~~willingness~~subject to ~~accrue unpaid payroll~~the ~~and~~liabilities ~~non-reimbursement~~under ofSection ~~business~~18 ~~expenses without penalty or action for all amounts,~~ and ~~Mr.~~shall ~~Depew’s~~not ~~prior~~be ~~personal guarantees~~deemed ~~of Company liabilities. The issuance~~ to ~~Mr. Depew was~~be ~~made~~incorporated inby ~~reliance~~reference oninto the ~~exemption~~filings ~~from~~of ~~registration~~the ~~provided~~Company ~~by Section~~under ~~4(a)(2) of~~ the Securities Act asof ~~there~~1933, ~~was~~as ~~no general solicitation~~amended, ~~and~~or the ~~transaction did not involve a public~~Exchange ~~offering~~Act.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 1, 2019, the Company amended its Certificate of Incorporation in the State of Delaware to designate a series of preferred stock, the Series H Preferred Stock. Five (5) shares of preferred stock were designated as Series H Preferred Stock. The Series H Preferred Stock is not convertible into common stock, nor does the Series H Preferred Stock have any right to dividends and any liquidation preference. The holders of all outstanding Series H Preferred Stock have in the aggregate four (4) times the number of votes of all outstanding shares of capital stock of the Company.

The foregoing description of the rights and preferences of the Series H Preferred Stock is qualified in its entirety by the full text of the Certificate of Designation, which is filed as Exhibit 3.1 to, and incorporated by reference in, this report.

Item 9.01 Financial Statements and Exhibits.

The exhibit listed in the following Exhibit Index is filed as part of this report:

3.1

Certificate of Designation of Series H Preferred Stock.

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.

Dated: February 6, 2019	AFTERMASTER, INC.
Dated: May 21, 2019	AFTERMASTER, INC.
	By:	/s/ Larry Ryckman
		Name: Larry Ryckman
		Title: President and Chief Executive Officer

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