Current Report Filing (8-k)
March 07 2017 - 4:32PM
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): March 7, 2017 (February 27, 2017)
REALBIZ
MEDIA GROUP, INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other
jurisdiction
of incorporation)
|
|
001-34106
(Commission
File
Number)
|
|
11-3820796
(I.R.S.
Employer
Identification
No.)
|
9711
Washingtonian Boulevard, #550
Gaithersburg,
MD 20850
(Address
of principal executive offices) (zip code)
(908)
758-3787
(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:
[ ] 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))
Item
1.01 Entry into a Material Definitive Agreement.
On
February 27, 2017, RealBiz Media Group, Inc. (the “Company”) entered into a Securities Purchase Agreement with Power
Up Lending Group Ltd. (“Power Up”) pursuant to which Power Up purchased a convertible note. On February 27, 2017,
the Company issued Power Up a convertible note with an aggregate principal amount of $78,500 (the “Note”). The Note
accrues interest rate at a rate of 8% per annum and matures on November 30, 2017 (the “Maturity Date”). Power Up may
convert the Note into shares of the Company’s common stock at a price equal to 61% of the average of the lowest three closing
bid prices during the 15 trading day period ending on the last complete trading date prior to the date of conversion. Power Up
may convert the Note at any time during the period beginning on the date which is 180 days following the date of the Note and
ending on the later of (i) the Maturity Date and (ii) the date of payment of the Default Amount (as defined in the Note);
provided,
however
, that Power Up may not convert the Note to the extent that such conversion would result in Power Up’s beneficial
ownership being in excess of 4.99% of the Company’s issued and outstanding common stock together with all shares owned by
Power Up and its affiliates (the “Beneficial Ownership Limit”). Power Up may, on not less than 61 days’ prior
notice to the Company, waive the Beneficial Ownership Limit. Pursuant to the terms of the Note, the Company may, at any time,
prior to conversion, prepay the principal amount of the Note together with interest accrued thereon.
The
Note has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities
laws of any state, and was offered and issued in reliance on the exemption from registration under the Securities Act, afforded
by Section 4(a)(2).
The
foregoing descriptions of the Securities Purchase Agreement and Note is not complete and is qualified in its entirety by reference
to the full text of the form of Securities Purchase Agreement and Note, a copy of which is filed as Exhibit 10.1 and 10.2, respectively,
to this report and is incorporated by reference herein.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Reference
is made to the disclosure set forth under Item 1.01 of this Current Report on Form 8-K, which disclosure is incorporated herein
by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
10.1
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Securities
Purchase Agreement dated February 27, 2017 by and between the Company and Power Up Lending Group Ltd.
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10.2
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Form
of Convertible Promissory Note
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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.
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RealBiz Media Group, Inc.
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Dated:
March 7, 2017
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/s/
Anshu Bhatnagar
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Anshu Bhatnagar
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Chief Executive Officer
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