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
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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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☐
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Written
communications pursuant to Rule 425 under the Securities Act
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
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☐
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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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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 ☐
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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Date:
October 28, 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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