Current Report Filing (8-k)
February 02 2021 - 4:07PM
Edgar (US Regulatory)
______________________________________________________________________________
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):
January 28, 2021
CLOUDCOMMERCE, INC.
(Exact name of registrant as specified in its
charter)
|
Nevada
|
000-13215
|
30-0050402
|
|
(State or other jurisdiction of incorporation
or organization)
|
(Commission File Number)
|
IRS Employer Identification No.)
|
|
321 Sixth Street
San Antonio, TX
|
78215
|
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
(805) 964-3313
(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
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
¨
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))
Securities registered pursuant to Section 12(b) of the Act:
|
Tile of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
|
N/A
|
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 1.01
|
Entry Into a Material Definitive Agreement.
|
On January 28, 2021,
CloudCommerce, Inc. (the “Company”) entered into an Unsecured Promissory Note (the “Promissory Note”) in
the aggregate principal amount of $840,000, with Bountiful Capital, LLC (the “Investor”) for gross proceeds of $840,000.
The Promissory Note was funded on January 28, 2021.
The Investor is a
related party. The chief financial officer of the Company, Greg Boden, is also the president of Bountiful Capital, LLC.
The Promissory Note
bears interest at a rate of 5% per year and is not convertible into shares of common stock of the Company. Principal and interest
under the Promissory Note are due and payable upon maturity on January 28, 2022. The Promissory Note also enumerates certain customary
events of default, which include failure to pay principal and interest, insolvency, and bankruptcy.
The foregoing description
of the Promissory Note does not purport to be complete and is qualified in its entirety by reference to the complete text of the
Promissory Note which is filed as an exhibit to this report.
|
|
Item 2.03
|
Creation of a Direct Financial Obligation.
|
The
information set forth in Item 1.01 is incorporated by reference into this Item 2.03.
|
|
Item 9.01
|
Financial Statements and Exhibits
|
(d) Exhibits
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.
|
|
|
|
CLOUDCOMMERCE, INC.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date: February 2, 2021
|
|
By:
|
/s/ Andrew Van Noy
|
|
|
|
|
|
|
Name: Andrew Van Noy
|
|
|
|
|
|
|
Title: Chief Executive Officer
|