Current Report Filing (8-k)
October 28 2020 - 05:25PM
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): October 22,
2020
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
|
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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 |
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N/A |
|
N/A |
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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 October 22, 2020, CloudCommerce, Inc. (the “Company”) entered
into a Securities Purchase Agreement (the “Purchase Agreement”)
pursuant to which the Company sold a self-amortization promissory
note (the “Promissory Note”) in the aggregate principal amount of
$600,000, to an accredited investor (the “Investor”) for gross
proceeds of $570,000. The Promissory Note was funded on October 22,
2020. The Company intends to use proceeds from the sale of the
Promissory Note to repay an outstanding term loan in the amount of
approximately $428,041.
The
Promissory Note bears interest at a rate of 12% per annum and is
convertible into shares of common stock of the Company, only upon
an event of default, at a conversion price which shall equal the
closing bid price of the day prior to the conversion.
Notwithstanding the foregoing, the Investor shall be restricted
from effecting a conversion, if such conversion, along with the
other shares of the Company’s common stock beneficially owned by
the Investor and its affiliates, exceeds 4.99% of the outstanding
shares of the Company’s common stock.
The
principal and interest under the Promissory Note are due and
payable monthly, beginning 90 days after the date of
issuance.
The
Purchase Agreements also enumerate events of default, which
include, but are not limited to, failure to pay principal and
interest, breach of covenant, bankruptcy and delisting of common
stock.
In
connection with the sale of the Promissory Note, the Company relied
upon the exemption from registration provided by Section 4(a)(2) of
the Securities Act of 1933, as amended, for transactions not
involving a public offering.
The
foregoing description of the Promissory Note and Purchase Agreement
does not purport to be complete and is qualified in its entirety by
reference to the complete text of the Purchase Agreement and
Promissory Notes which are filed as exhibits 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
3.02 Unregistered Sales of Equity Securities.
The
information set forth in Item 1.01 is incorporated by reference
into this Item 3.02.
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.
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CLOUDCOMMERCE,
INC. |
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|
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Date:
October 28, 2020 |
By: |
/s/
Andrew Van Noy |
| |
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Name:
Andrew Van Noy |
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Title:
Chief Executive Officer
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