Current Report Filing (8-k)
August 01 2019 - 1:39PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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):
July 29, 2019
CLOUDCOMMERCE, INC.
(Exact name of registrant as specified in its
charter)
Nevada
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000-13215
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30-0050402
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(State or other jurisdiction of incorporation
or organization)
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(Commission File Number)
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IRS Employer Identification No.)
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321 Sixth Street
San Antonio, TX
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78215
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(Address of Principal Executive Offices)
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(Zip Code)
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(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:
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Written communications pursuant to Rule 425 under the Securities Act
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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
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Trading Symbol(s)
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Name of each exchange on which registered
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N/A
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N/A
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N/A
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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
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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.
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Item 1.01
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Entry Into a Material Definitive Agreement.
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On July 16, 2019, CloudCommerce,
Inc. (the “Company”) sold a convertible promissory note (the “Promissory Note”) in the aggregate principal
amount of $43,000 to an accredited investor (the “Investor”), which Promissory Note was funded by the investor on July
29, 2019.
The principal and interest
under the Promissory Note is due and payable twelve (12) months from the issuance date.
The Promissory Note bears
interest at a rate of 10% per annum and is convertible into shares of common stock of the Company at a conversion price which shall
equal 50% multiplied by the lowest Trading Price (as such term is defined in the Promissory Note) of the Company’s common
stock during the twenty-five (25) Trading Day period ending on the latest complete trading day prior to the conversion date. 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 Company has the right
but not the obligation under the Promissory Note to prepay the outstanding note, wherein the Company would pay to the Investor
a percentage of the outstanding note (the “Prepayment Percentage”), such Prepayment Percentage dependent upon the period
of time during which the Company elects to prepay the outstanding Promissory Note.
The Agreement also enumerates
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 does not purport to be complete and is qualified in its entirety by reference to the complete text of the
Promissory Note.
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.
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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Date: August 1, 2019
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By:
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/s/ Andrew Van Noy
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Name: Andrew Van Noy
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Title: Chief Executive Officer
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