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EVENTURE INTERACTIVE, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Financial Statements and Exhibits

July 24, 2014



Item 1.01 Entry into a Material Definitive Agreement

On July 23, 2014 we entered into an Equity Purchase Agreement and a Registration Rights Agreement with Kodiak Capital Group, LLC ("Kodiak") in order to establish a source of funding for us. Under the Equity Purchase Agreement, Kodiak has agreed to provide us with up to $3,000,000 of funding upon effectiveness of a registration statement on Form S-1. Following effectiveness of the registration statement, we can deliver puts to Kodiak under the Equity Purchase Agreement under which Kodiak will be obligated to purchase shares of our common stock based on the investment amount specified in each put notice, which investment amount may be any amount up to $3,000,000 less the investment amount received by us from all prior puts, if any. Puts may be delivered by us to Kodiak until the earlier of December 31, 2015 or the date on which Kodiak has purchased an aggregate of $3,000,000 of put shares. The number of shares of our common stock that Kodiak will purchase pursuant to each put notice will be determined by dividing the investment amount specified in the put by the purchase price. The purchase price per share of common stock will be set at eighty (80%) of the Market Price for our common stock with Market Price being defined as the lowest daily value weighted average trading price for our common stock for any trading day during the five consecutive trading days immediately following the date of our put notice to Kodiak (the "Valuation Period"). There is no minimum amount that we must put to Kodiak at any one time. Pursuant to the Equity Purchase Agreement, Kodiak and its affiliates will not be required to purchase shares of our common stock that would result in Kodiak's beneficial ownership equaling more than 9.99% of our outstanding common stock. Upon delivery of a put notice, we may, at our option, designate a floor price (the "Floor Price") for the Market Price calculation. If the applicable Market Price for the Valuation Period is below the Floor Price, the Market Price will be deemed to be the Floor Price. Under such circumstances, Kodiak may, at its option, purchase any amount of shares covered by the put but is not required to purchase any specified amount of shares.

In June 2014, Kodiak received a one-time issuance of 85,714 restricted shares of our common stock as a commitment fee for the investment. In addition, we paid a $10,000 document preparation fee to Kodiak.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



The following exhibits are filed with this Report.

Exhibit Number Description 10.1 Equity Purchase Agreement between Registrant and Kodiak CapitalGroup, LLC dated July 23, 2014 10.2 Registration Rights Agreement between Registrant and Kodiak CapitalGroup, LLC dated July 23, 2014


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