Current Report Filing (8-k)
February 12 2020 - 4:27PM
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):
February 6, 2020
CLOUDCOMMERCE, INC.
(Exact name of registrant as specified in its
charter)
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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:
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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 ¨
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 17, 2020, CloudCommerce,
Inc. (the “Company”) entered into an Exchange Agreement (the “Exchange Agreement”) with Bountiful Capital,
LLC, a Nevada limited liability company, (the “Investor”), pursuant to which the parties agreed that the Investor shall
tender certain outstanding promissory notes to the Company for cancelation in exchange for 2,597 shares of the Company’s
Series G Preferred Stock (the “Series G Preferred Stock”), $0.001 par value per share. The parties closed on the Exchange
Agreement on February 6, 2020.
The securities above were
offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933,
as amended, since, among other things, the transactions did not involve a public offering of the securities.
This description of the
Exchange Agreement is only a summary and is qualified in its entirety by reference to the full text of the Exchange Agreement attached
as Exhibit 10.1 hereto.
Item 3.02 Unregistered Sales of Equity Securities
The information set forth
in Item 1.01 is incorporated by reference herein.
As previously reported,
the Company entered into securities purchase agreements pursuant to which it issued convertible notes to various accredited investors,
which notes are convertible into shares of the Company’s common stock on the terms and subject to the conditions set forth
in the various securities purchase agreements and associated notes. Certain accredited investors converted an aggregate of $30,707.40
in principal, interest and fees resulting in the issuance of an aggregate of 28,200,000 shares of the Company’s common stock.
The securities above were
offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933,
as amended, since, among other things, the transactions did not involve a public offering of the securities.
Item 5.03 Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year
On February 6, 2020, the
Company filed a Certificate of Designation (the “Certificate of Designation”) of Series G Preferred Stock with the
Secretary of State of Nevada. The Certificate of Designation designates 2,600 shares of the Company’s authorized preferred
stock as Series G Preferred Stock.
Each share of Series G
Preferred Stock has a stated value of $100. The Series G Preferred Stock is convertible into shares of the Company’s common
stock at a conversion price of $0.0019 per share, subject to adjustment. The Series G Preferred Stock may not be converted to common
stock to the extent such conversion would result in the holder beneficially owning more than 4.99% of the Company’s outstanding
common stock; provided, however, that the 4.99% beneficial ownership limitation may be waived by a holder of Series G Preferred
Stock upon not less than 61 days’ prior notice to the Company. The holders of outstanding shares of Series G Preferred Stock
are not entitled to receive dividends. The holders of the Series G Preferred Stock are entitled to a liquidation preference in
an amount equal to $100 per share before any payments to holders of common stock; however, such liquidation preference shall rank
junior to all outstanding shares of the Company’s Series A, B, C and D Preferred Stock. The Series G Preferred Stock has
no preemptive or subscription rights, and there is no sinking fund provisions applicable to the Series G Preferred Stock. The Series
G Preferred Stock does not have voting rights, except as required by law and with respect to certain protective provisions set
forth in the Certificate of Designation.
This description of the
Certificate of Designation is only a summary and is qualified in its entirety by reference to the full text of the Certificate
of Designation attached as Exhibit 3.1 hereto.
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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Date: February 12, 2020
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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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