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 18, 2021

 

INTEGRATED VENTURES, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

 

000-55681

 

82-1725385

(State or other jurisdiction of

incorporation or organization)

 

(Commission

file number)

 

(I.R.S. Employer

Identification No.)

 

73 Buck Road, Suite 2, Huntingdon Valley, PA

 

19006

(Address of principal executive offices)

 

(Zip Code)

 

215-613-1111

(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 (17CRF 230.425)

☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CRF 240.14a-12)

☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CRF 240.14d-2(b))

☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CRF 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock, $0.001 par value

 

INTV

 

NA

 

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

 

Securities Purchase Agreement with BHP Capital NY, Inc.

 

On February 18, 2021, Integrated Ventures, Inc. (the “Company”) entered into a Securities Purchase Agreement, dated as of February 18, 2021 (the “Agreement”) with BHP Capital NY, Inc. (the “Purchaser” or “Holder”), providing for the issuance and sale by the Company and the purchase by the Purchaser of shares of Series D Convertible Preferred Stock (the “Series D Preferred Stock”) issued by the Company. Reference is made to a summary of certain terms of the Series D Preferred Stock set forth in Item 5.03 below in this Report.

 

Closing. Under the Agreement, the purchase price per share of Series D Convertible Preferred Stock is $1,000. The first closing date under the Agreement (“Closing”) was held on February 19, 2021, at which the Company sold, and the Purchaser purchased initially three thousand (3,000) shares of Preferred Stock at price of $1,000 per share of Preferred Stock and the Warrant for a purchase price of $3,000,000 (the “Purchase Price”), with the ability to purchase another one thousand (1,000) shares upon the terms herein shares of Series D Preferred Stock on the same terms.  

 

Event of Default” as defined in the Agreement means any of the following events: (i) the suspension, cessation from trading or delisting of the Company's Common Stock on the Principal Market for a period of two (2) consecutive trading days or more; (ii) the failure by the Company to timely comply with the reporting requirements of the Exchange Act (including applicable extension periods); (iii) the failure for any reason by the Company to issue Dividends, or shares of Common Stock issued upon conversion of the Preferred Stock or exercise of the Warrant (together, the “Conversion Shares”) to the Purchaser within three (3) trading days; (iv) the Company breaches any representation, warranty, covenant or other term of condition contained in the definitive agreements between the parties; (v) the Company files for Bankruptcy or receivership or any money judgment writ, liquidation or a similar process is entered by or filed against the Company for more than $50,000 and remains unvacated, unbonded or unstayed for a period of twenty (20) calendar days; (vi) any cessation of operations by the Company or failure by the Company to maintain any assets, intellectual, personal or real property or other assets which are necessary to conduct its business; (vii) the Company shall lose the "bid" price for its Common stock on the Principal Market; (viii) if at any time the Common Stock is no longer DWAC eligible; (ix) the Company must have a registration statement covering the Preferred Stock declared effective by the SEC within one hundred eighty (180) days of the Effective Date hereof; and (x) any other event specifically listed as an Event of Default under any section in the Transaction Documents.

 

Indemnification of Purchaser. The Company has agreed to indemnify and hold the Purchaser and its respective directors, officers, shareholders, members, partners, employees and agents, each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, incurred by reason of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in the Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance).

 

Listing. The Company has agreed to promptly secure and maintain the listing of its common stock upon each national securities exchange or automated quotation system, if any, upon which shares of common stock are then listed (subject to official notice of issuance).

 

Registration Rights. The Agreement provides that the Company shall file a Registration Statement covering the Shares with the Securities and Exchange Commission (“SEC”) and have the Registration Statement declared effective by the SEC within 180 days of the first Closing.

 

Common Stock Purchase Warrant.  The Purchaser has, under the terms of the Warrant issued February 18, 2021, the right to purchase, at any time during the Warrant Exercise Term, up to one hundred percent (100%) warrant coverage, exercisable into shares of the Company’s Common Stock at a per share exercise price of sixty cents ($0.60) (as the same may be adjusted for reclassifications or consolidations of the Common Stock, or merger of the Company).  This Warrant may be exercised by the Purchaser at any time during the Warrant Exercise Term of five years from the Closing.

 

 
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Item 3.02. Unregistered Sale of Equity Securities.

 

The following table sets forth the sales of unregistered securities since the Company’s last report filed under this item.

 

 

 

 

 

Principal

 

Total Offering Price/

Date

 

Title and Amount (1)

 

Purchaser

 

Underwriter

 

Underwriting Discounts

February 19, 2021

 

3,000 shares of Series D Preferred Stock.

 

BHP Capital NY, Inc.

 

NA

 

$1,000 per share /NA

February 18, 2021

 

Common Stock Purchase Warrant to purchase shares of common stock.

 

BHP Capital NY, Inc.

 

NA

 

$ $-0- /NA

_____________ 

(1) The issuances of securities to lenders and investors are viewed by the Company as exempt from registration under the Securities Act of 1933, as amended (“Securities Act”), alternatively, as transactions either not involving any public offering, or as exempt under the provisions of Regulation D promulgated by the SEC under the Securities Act.

 

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

 

On February 19, 2021, the Company filed a Certificate of Designation (“Certificate of Designation”) of the Series D Convertible Preferred Stock with the Nevada Secretary of State. The Company has authorized the issuance of an aggregate of 4,000 shares of the Series D Preferred Stock, and at a closing held February 19, 2021, 3,000 shares of Series D Preferred Stock were issued to the Holder. [Reference is made to Item 1.01 above in this Report.] The Company has agreed to file a Registration Statement with the SEC with respect to the Series D Preferred Stock and to have that Registration Statement declared effective within 180 days of February 19, 2021.

 

Terms of the Series D Convertible Preferred Stock

 

The number of authorized shares of the Series D Convertible Preferred Stock (the “Series D Preferred Stock”) authorized pursuant to the Certificate of Designation, as amended and filed February 19, 2021, is 4,000. Each share of Series D Preferred Stock has a par value of $0.001 per share and a stated value of $1,100 per share (the “Stated Value”). The shares of Series D Preferred Stock are convertible into shares of the Company’s common stock, par value $.001 per share (“common stock” or “Common Stock”), at a conversion price per share equal to $0.30 per share (the “Conversion Price”).

 

Upon any liquidation, dissolution or winding-up of the Company, the holders of the Series D Preferred Stock are entitled to receive out of the assets of the Company, whether such assets are capital or surplus, for each share of Series D Preferred Stock an amount equal to the Stated Value per share for each share of Series D Preferred Stock held, and all other amounts in respect thereof then due and payable prior to any distribution or payment shall be made to the holders of any junior securities. The Company is required to reserve for conversions 250% of the number of shares of common stock into which the Series D Preferred Stock is initially convertible. If the Company fails to deliver conversion shares, it is subject to penalties under the Certificate of Designation.

  

 
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The Conversion Price for the Series D Preferred Stock is subject to customary adjustments for stock dividends, and splits and combinations of shares, rights offerings and Fundamental Transactions (as defined) with respect to the common stock, all a s provided in the Certificate of Designation.

 

The Series D Preferred Stock will vote together with the common stock on an as-converted basis subject to the beneficial ownership limitations applicable to the Holder. However, as long as any shares of Series D Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series D Preferred Stock directly or indirectly (a) alter or change adversely the powers, preferences or rights given to the Preferred Stock or alter or amend the Certificate of Designation; (b) authorize or create any class of stock ranking as to redemption or distribution of assets upon a Liquidation (as defined) senior to, or otherwise pari passu with, the Series D Preferred Stock or, authorize or create any class of stock ranking as to dividends senior to, or otherwise pari passu  with, the Series D Preferred Stock; (c) amend its Articles of Incorporation or other charter documents in any manner that adversely affects any rights of the Holders; (d) increase the number of authorized shares of Series D Preferred Stock; or (e) enter into any agreement with respect to any of the foregoing.

 

The Company has the right to redeem all (but not less than all) shares of the Series D Preferred Stock issued and outstanding at any time after the Original Issue Date, upon five (5) business days’ notice, at a redemption price per Series D Preferred Stock then issued and outstanding (the “Corporation Redemption Price”), equal to the product of (i) the Premium Rate multiplied by (ii) the sum of (x) the Stated Value, (y) all accrued but unpaid dividends, and (z) all other amount due to the Holder pursuant to the Certificate of Designation and/or any Transaction Document including, but not limited to Late Fees, liquidated damages and the legal fees and expenses of the Holder’s counsel relating to the Certification of Designation, any other Transaction Document and/or the transactions contemplated thereunder. “Premium Rate” means (a) 1.10 if all of the Series D Preferred Stock is redeemed within ninety (90) calendar days from the issuance date thereof; (b) 1.15 if all of the Series D Preferred Stock is redeemed after ninety (90) calendar days and within one hundred twenty (120) calendar days from the issuance date thereof; (c) 1.20 if all of the Series D Preferred Stock is redeemed after one hundred twenty (120) calendar days and within one hundred eighty (180) calendar days from the issuance date thereof; and (iv) each share of Series D Preferred Stock shall be redeemed on the Date that is one (1) calendar year from the date of its issuance (redemption after one (1) year, a Mandatory Redemption). If an Event of Default has existed at any time while the Series D Preferred Stock is outstanding, the Holder has the right to reject any Corporation Redemption request. In such event, the Company is required to transmit the Corporation Redemption Notice and Holder must provide its approval within five (5) calendar days. Absent express approval of the Holder within five (5) calendar days of the receipt of the Corporation Redemption Notice, such Corporation Redemption Notice will be deemed to have been rejected by the Holder.

 

“Permitted Liens” under the Certificate of Designation means (i) any Lien for taxes not yet due or delinquent or being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP; (ii) any statutory Lien arising in the ordinary course of business by operation of law with respect to a liability that is not yet due or delinquent; (iii) any Lien created by operation of law, such as materialmen’s liens, mechanics’ liens and other similar liens, arising in the ordinary course of business with respect to a liability that is not yet due or delinquent or that are being contested in good faith by appropriate proceedings; (iv) Liens (a) upon or in any equipment acquired or held by the Company or any of its Subsidiaries to secure the purchase price of such equipment or indebtedness incurred solely for the purpose of financing the acquisition or lease of such equipment, and (b) existing on such equipment at the time of its acquisition, provided that the Lien is confined solely to the property so acquired and improvements thereon, and the proceeds of such equipment; and (v) any Liens for Permitted Indebtedness set forth in (i) and (ii) of the definition of Permitted Indebtedness provided as to “(ii)” of Permitted Indebtedness such Liens were in existence and not amended, supplemented and/or modified since the original issuance date any such Indebtedness was incurred.

 

THE FOREGOING SUMMARY DISCUSSION OF THE TERMS OF THE SECURITIES PURCHASE AGREEMENT, THE CERTIFICATE OF DESIGNATION OF THE SERIES D PREFERED STOCK AND THE WARRANT IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE TERMS SET FORTH IN SUCH AGREEMENT, CERTIFICATE AND WARRANT, COPIES OF WHICH ARE FILED AS EXHIBITS TO THIS CURRENT REPORT. DEFINED TERMS USED IN THE DESCRIPTIONS OF THE SERIES D PREFERRED STOCK, THE PURCHASE AGREEMENT AND THE WARRANT IN THIS CURRENT REPORT SHALL HAVE THE RESPECTIVE MEANINGS PROVIDED IN THOSE DOCUMENTS, AS APPLICABLE, UNLESS SPECIFICALLY DEFINED ABOVE IN THIS REPORT.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit Number

 

Description of Exhibit

 

 

3.1(k)

 

Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock, filed February 19, 2021.

 

 

 

10.37

 

Securities Purchase Agreement, dated as of February 18, 2021, between the Company and BHP Capital NY, Inc., LLC.

 

 

 

10.38

 

Common Stock Purchase Warrant, issued February 18, 2021, by  the Company to BHP Capital NY, Inc., LLC.

 

 
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SIGNATURES

 

Pursuant to the requirements of Section 12 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.

 

 

Integrated Ventures, Inc.

 

Dated: February 25, 2021

By:

/s/ Steve Rubakh

 

Name:

Steve Rubakh

 

Title:

Chief Executive Officer

 

 

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