We are subject to the reporting requirements
of the Exchange Act and file annual, quarterly and current reports, and other information with the SEC. These reports, proxy statements
and other information are available at the SEC’s website at http://www.sec.gov.
This prospectus supplement and the accompanying
prospectus are only part of a registration statement on Form S-3 that we have filed with the SEC under the Securities Act and therefore
omit certain information contained in the registration statement. We have also filed exhibits and schedules with the registration
statement that are excluded from this prospectus supplement and the accompanying prospectus, and you should refer to the applicable
exhibit or schedule for a complete description of any statement referring to any contract or other document. The registration statement,
including the exhibits and schedules, without charge, are available at the SEC’s website.
We also maintain a website at www.cloudcommerce.com,
through which you can access our SEC filings. The information set forth on our website is not part of this prospectus supplement
or the accompanying prospectus.
INCORPORATION OF DOCUMENTS BY REFERENCE
The SEC allows us to “incorporate
by reference” the information contained in documents that we file with them, which means that we can disclose important information
to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus
supplement and the accompanying prospectus. Information in the accompanying prospectus supersedes information incorporated by reference
that we filed with the SEC before the date of the prospectus, and information in this prospectus supplement supersedes information
incorporated by reference that we filed with the SEC before the date of this prospectus supplement, while information that we file
later with the SEC will automatically update and supersede the information in this prospectus supplement and the accompanying prospectus
or incorporated by reference. We incorporate by reference the following documents that have been filed with the SEC (other than
information furnished under Item 2.02 or Item 7.01 of Form 8-K and all exhibits related to such items):
|
●
|
Our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on April 16, 2020, as amended
by Form 10K/A filed with the Commission on May 22, 2020;
|
|
●
|
Our Quarterly Reports on Form 10-Q for the quarterly period ended March 31, 2020, filed with the SEC on May 15, 2020, for the
quarterly period ended June 30, 2020, filed with the SEC on August 14, 2020, and for the quarterly period ended September 30, 2020,
filed with the SEC on November 13, 2020;
|
|
●
|
Our Current Reports on Form 8-K and 8-K/A filed with the SEC on January 3, 2020, January 24, 2020, February 5, 2020, February 12, 2020, March 10, 2020, March 19, 2020, March 30, 2020, April 9, 2020, April 29, 2020, May 12, 2020, May 20, 2020, June 16, 2020,
June 18, 2020, June 24, 2020, June 26, 2020, July 15, 2020, July 20, 2020, July 28, 2020, October 28, 2020, January 11, 2021, and
January 15, 2021., February 2, 2021, and February 9, 2021;
|
|
●
|
the description of our common stock contained in Exhibit 4.2 to our Annual Report on Form 10-K for the year ended December
31, 2019; and
|
|
●
|
all reports and other documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
after the date of this prospectus and prior to the termination of this offering.
|
The information about us contained in this
prospectus should be read together with the information in the documents incorporated by reference. You may request a copy of any
or all of these filings, at no cost, by contacting our chief financial officer, c/o CloudCommerce, Inc., at 321 Sixth Street, San
Antonio, TX 78215
Prospectus
CloudCommerce,
Inc.
$100,000,000
COMMON
STOCK
PREFERRED
STOCK
WARRANTS
SUBSCRIPTION
RIGHTS
DEPOSITARY
SHARES
PURCHASE
CONTRACTS
UNITS
We
may offer and sell from time to time, in one or more series or issuances and on terms that we will determine at the time of the
offering, any combination of the securities listed below and described in this prospectus, up to an aggregate amount of $100,000,000:
|
●
|
warrants
to purchase our securities;
|
|
●
|
subscription
rights to purchase any of the foregoing securities;
|
|
●
|
units
comprised of, or other combinations of, the foregoing securities.
|
We
may offer and sell these securities separately or together, in one or more series or classes and in amounts, at prices and on
terms described in one or more offerings. We may offer securities through underwriting syndicates managed or co-managed by one
or more underwriters or dealers, through agents or directly to purchasers. The prospectus supplement for each offering of securities
will describe in detail the plan of distribution for that offering. For general information about the distribution of securities
offered, please see “Plan of Distribution” in this prospectus.
Each
time our securities are offered, we will provide a prospectus supplement containing more specific information about the particular
offering and attach it to this prospectus. The prospectus supplements may also add, update or change information contained in
this prospectus. This prospectus may not be used to offer or sell securities without a prospectus supplement which includes
a description of the method and terms of this offering.
In
addition, we have registered for resale by means of separate prospectus (the “Selling Stockholder Prospectus”) 38,001,563
outstanding shares of common stock held by certain Selling Stockholders named in the Selling Stockholder Prospectus and up to
10,912,852 shares of common stock issuable upon exercise of warrants held by the Selling Stockholders. Sales of our securities
registered in this prospectus and in the Selling Stockholder Prospectus may result in two offerings taking place sequentially
or concurrently, which could affect the price and liquidity of, and demand for, our securities.
Our common stock is quoted on the OTC
Pink market under the symbol “CLWD.” The last reported sale price of our common stock on OTC Pink market on February
12, 2021, was $0.1285 per share. On December 11, 2020, it was $0.006.
During calendar year 2020, our common
stock traded at a low of $0..001 and a high of $0.0163. From the beginning of 2021 through February 12, 2021, our common stock
traded at a low of $0.00596 and a high of $0.185. We do not believe that this volatility corresponds to any recent change in our
financial condition. However, our recent launch of an artificial intelligence (AI) venture focused on using AI to enhance our
existing SWARM solution with the goal of cutting advertising costs, as well as conditions in the financial markets generally,
may have caused or contributed to this volatility. The stock market in general, and the market for technology companies in particular,
have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance
of those companies.
If
we decide to seek a listing or qualification for trading of any preferred stock, warrants, subscriptions rights, depositary shares
or units offered by this prospectus, the related prospectus supplement will disclose the exchange or market on which the securities
will be listed or traded, if any, or where we have made an application for listing or trading, if any.
Investing in our securities involves
a high degree of risk, including but not limited to the volatility of our stock price, which may cause the price of any securities
we may offer hereunder to decline below the initial offering price. See “Risk Factors” beginning on page 4 and the
risk factors in our most recent Annual Report on Form 10-K, which are incorporated by reference herein, as well as in any other
more recently filed annual, quarterly or current reports and, if any, in the relevant prospectus supplement. We urge you to carefully
read this prospectus and the accompanying prospectus supplement, together with the documents we incorporate by reference, describing
the terms of these securities before investing.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The
date of this Prospectus is February 16, 2021.
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or SEC,
utilizing a “shelf” registration process. Under this shelf registration process, we may offer and sell, either individually
or in combination, in one or more offerings, any of the securities described in this prospectus, for total gross proceeds of up
to $100,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we offer securities
under this prospectus, we will provide a prospectus supplement to this prospectus that will contain more specific information
about the terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain
material information relating to these offerings. The prospectus supplement and any related free writing prospectus that we may
authorize to be provided to you may also add, update or change any of the information contained in this prospectus or in the documents
that we have incorporated by reference into this prospectus.
We
urge you to read carefully this prospectus, any applicable prospectus supplement and any free writing prospectuses we have authorized
for use in connection with a specific offering, together with the information incorporated herein by reference as described under
the heading “Incorporation of Documents by Reference,” before investing in any of the securities being offered. You
should rely only on the information contained in, or incorporated by reference into, this prospectus and any applicable prospectus
supplement, along with the information contained in any free writing prospectuses we have authorized for use in connection with
a specific offering. We have not authorized anyone to provide you with different or additional information. This prospectus is
an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do
so.
The
information appearing in this prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate
only as of the date on the front of the document and any information we have incorporated by reference is accurate only as of
the date of the document incorporated by reference, regardless of the time of delivery of this prospectus, any applicable prospectus
supplement or any related free writing prospectus, or any sale of a security.
This
prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made
to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents.
Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits
to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below
under the section entitled “Where You Can Find Additional Information.”
CAUTIONARY
NOTE REGARDING FORWARD LOOKING STATEMENTS
This
prospectus and any accompanying prospectus supplement and the documents incorporated by reference herein may contain forward looking
statements that involve risks and uncertainties. All statements other than statements of historical fact contained in this prospectus
and any accompanying prospectus supplement and the documents incorporated by reference herein, including statements regarding
future events, our future financial performance, business strategy, and plans and objectives of management for future operations,
are forward-looking statements. We have attempted to identify forward-looking statements by terminology including “anticipates,”
“believes,” “can,” “continue,” “could,” “estimates,” “expects,”
“intends,” “may,” “plans,” “potential,” “predicts,” “should,”
or “will” or the negative of these terms or other comparable terminology. Although we do not make forward looking
statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. These statements are
only predictions and involve known and unknown risks, uncertainties and other factors, including the risks outlined under “Risk
Factors” or elsewhere in this prospectus and the documents incorporated by reference herein, which may cause our or our
industry’s actual results, levels of activity, performance or achievements expressed or implied by these forward-looking
statements. Moreover, we operate in a highly regulated, very competitive, and rapidly changing environment. New risks emerge from
time to time and it is not possible for us to predict all risk factors, nor can we address the impact of all factors on our business
or the extent to which any factor, or combination of factors, may cause our actual results to differ materially from those contained
in any forward-looking statements.
We
have based these forward-looking statements largely on our current expectations and projections about future events and financial
trends that we believe may affect our financial condition, results of operations, business strategy, short term and long term
business operations, and financial needs. These forward-looking statements are subject to certain risks and uncertainties that
could cause our actual results to differ materially from those reflected in the forward looking statements. Factors that could
cause or contribute to such differences include, but are not limited to, those discussed in this prospectus, and in particular,
the risks discussed below and under the heading “Risk Factors” and those discussed in other documents we file with
the Securities and Exchange Commission (the “Commission”). This prospectus should be read in conjunction with the
consolidated financial statements as of and for the years ended December 31, 2019 and 2018, and as of, and for the three and nine
months ended September 30, 2020 and 2019, and related notes thereto, incorporated by reference into this prospectus. We undertake
no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required
by law. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this
prospectus may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking
statement. You should not place undue reliance on any forward-looking statement, each of which applies only as of the date of
this prospectus. You are advised, however, to consult any further disclosures we make on related subjects in our reports on Forms
10-K, 10-Q and 8-K filed with the Commission after the date of this prospectus.
PROSPECTUS
SUMMARY
This
summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all the information
that you should consider before investing in our Company. You should carefully read the entire prospectus, including all documents
incorporated by reference herein. In particular, attention should be directed to our “Risk Factors,” “Information
with Respect to the Company,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
and the financial statements and related notes thereto contained herein or otherwise incorporated by reference hereto, before
making an investment decision.
All
references herein to “CloudCommerce,” “we,” “us,” “our,” and the “Company”
mean CloudCommerce, Inc. and its subsidiaries.
Business
Overview
CloudCommerce is
a leading provider of digital advertising solutions. Our flagship solution, SWARM, analyzes a robust mix of audience data to help
businesses find who to talk to, what to say to them, and how to market to them. We do this by applying advanced data science,
behavioral science, artificial intelligence, and market research techniques to discover, develop and create custom audiences for
highly targeted digital marketing campaigns.
SWARM-
An Audience Intelligence Solution
SWARM
is an end-to-end solution that helps businesses find who to talk to, what to say to them, and how to motivate them to take meaningful
action. It does this by applying advanced data science, behavioral science, artificial intelligence, and market research techniques
to discover, develop and create custom audiences for any business activity. With applications, such as marketing, brand perception,
customer relationship management, human resources management and operational logistics, SWARM delivers powerful audience-driven
business intelligence to convert opportunities into business success.
The
Problem
Marketers
have largely taken a blanket approach to communication. The same message is often sent across an entire customer audience with
little regard for how different groups of people communicate, build communities, and develop their purchasing habits. When they
do segment audiences, they tend to use very objective selection criteria, such as income, geography, education or purchase history
to deduce attitudes or intentions.
However,
research has shown that attitudes and intentions are weak predictors of behavior, which is ultimately what marketers want to influence
and affect. Instead, we believe motivations and feelings are much better at predicting behavior. But they are also can be
the hardest to deduce from audience data.
The
Solution – SWARM
SWARM
is a behavioral science approach to audience creation and communication. It helps marketers probe deep consumer motivations and
triggers, in order to effectively predict and influence their actions. We believe if marketers can influence action, they can
get people to buy, change the opinion of, or support a particular brand, business, or person.
There
are 4 major products in SWARM:
BUZZ
- Behavior Based Market Research
We
believe that market research is evolving and that the techniques being developed today are more sophisticated and backed by strong
data science. Despite these changes, many traditional research firms have failed to innovate, including: small sample sizes, survey
design bias, improper weighting, and gut intuition sampling are just some of the issues that plague the industry. BUZZ is designed
with the ability to put a finger on the pulse of the marketplace in the moment. It does this by deducing attitudes, emotions,
and opinions from various internal and external data sources such as customer data, social media activity, or micro and macro
trends. We have automated the market research process that we believe provides a level of statistical depth beyond what traditional
firms can offer.
THE
SWARM – Intelligent Audience Building
The
core of our solution, and what we believe separates us from other audience data companies, is our unique approach to audience
building. The concept of ‘personas’ has been around for decades, but we aim take that general concept to the next
level. THE SWARM was developed to solve not only who to talk to, but also what to say to them, and how to motivate them to take
meaningful action. Using our proprietary clustering and behavioral analysis techniques, we believe we are able to create audiences
that are more efficient, targeted, and focused than traditional methods. Our clustering is designed to not only finds the right
people to talk to, but also the message that motivate them.
HIVE
– Redefined Geographic Targeting
Our
approach is that conventional geographic audience targeting is outdated. Arbitrary units of location like counties, cities, DMAs,
and regions were created hundreds of years ago based on land rights ownership. We believe their use in understanding people’s
behavior, purchase habits, and underlying values is minimal. We try to solve this by clustering people into granular geographic
tribes, called “Hives.” We define Hives by attributes such as common language (e.g., colloquialisms), shared experience
and narratives (e.g., climate, history), and concentrated demography and biology (e.g., ethnicity, age). Based on the needs of
our clients, we can redraw the geographic lines based on various Hive selection criteria, which can make marketing more efficient,
business decisions more intelligent, and growth more plausible.
HONEY
– Advanced Reporting and Visualization
We
believe advanced audience data analysis technologies are useless if it doesn’t produce simple, powerful and actionable business
intelligence. HONEY comes with user-friendly reporting and visualization tools intended to organize and explain all of the advance
data science into a simple to understand format for decision makers. HONEY is designed to combine the intelligence of client CRM
data with third-party consumer data and targeted market research to create a powerful foundation for any audience intelligence
solution.
Comprehensive
Product Ecosystem
We
are constantly striving to help our clients better understand both their current audience and the larger marketplace. Our team
has developed a series of products intended to challenge the status quo of how intelligence is done within the marketing industry.
Each of our products can stand alone, but grow more powerful as part of a larger ecosystem.
Core
Services
Together
with its wholly-owned subsidiaries, CloudCommerce can deliver end-to-end marketing solutions through a range of services and capabilities.
SWARM implementations can include some or all of these capabilities.
Data
Propria – Data Analytics
To
deliver the highest Return on Investment (“ROI”) for our customers’ digital marketing campaigns, we utilize
sophisticated data science to identify the correct universes to target relevant audiences. Our ability to understand and translate
data drives every decision we make. By listening to and analyzing our customers’ data we are able to make informed decisions
that positively impact our customers’ business. We leverage industry-best tools to aggregate and visualize data across multiple
sources, and then our data and behavioral scientists segment and model that data to be deployed in targeted marketing campaigns.
We have data analytics expertise in retail, wholesale, distribution, logistics, manufacturing, political, and several other industries.
Parscale
Digital – Digital Marketing
We
help our customers get their message out, educate their market and tell their story. We do so creatively and effectively by deploying
powerful call-to-action digital campaigns with national reach and boosting exposure and validation with coordinated advertising
in print media. Our fully-developed marketing plans are founded on sound research methodologies, brand audits and exploration
of the competitive landscape. Whether our customer is a challenger brand, a political candidate, or a well-known household name,
our strategists are skillful at leveraging data and creating campaigns that move people to make decisions.
Giles
Design Bureau – Branding and Creative Services
We
approach branding from a “big picture” perspective, establishing a strong identity and then building on that to develop
a comprehensive branding program that tells our customer’s story, articulates what sets our customer apart from their competitors
and establishes our customer in their market.
WebTegrity
– Development and Managed Infrastructure Support
Commerce-focused,
user-friendly digital websites and apps elevates our customer’s marketing position and draw consumers to their products
and services. Our platform-agnostic approach allows us to architect and build solutions that are the best fit for each customer.
Once the digital properties are built, our experts will help manage and protect the website or app and provide the expertise needed
to scale the infrastructure needed as our customer’s business grows.
Growth
Strategy
Our
goal is to become the leading provider of audience-driven business intelligence and marketing solutions. Our strategies to meet
this goal include:
|
●
|
Automate
our SWARM solution through the development of software that will allow our customers to self-serve on our platform.
|
|
●
|
Acquire
or partner with companies that can speed up the automation and delivery of the SWARM platform.
|
|
●
|
Continue
to hire top talent in the fields of data science, machine learning, artificial intelligence, and behavioral science.
|
|
●
|
Drive
profitable business growth.
|
Market
for Common Stock
Our
common stock is quoted on the OTC Pink market under the symbol “CLWD.”
Selling
Stockholder Registration
We have simultaneously registered for
resale by means of the separate Selling Stockholder Prospectus up to 38,001,563 shares of our Common Stock, which are outstanding
shares held by the Selling Stockholders (the “Resale Shares”). Before, simultaneous with or after the offering by
us of any our securities described in this prospectus, the Selling Stockholders may offer any or all of the Resale Shares. We
are registering the Resale Shares pursuant to our agreement with the holders granting them “piggyback” registration
rights.
Selling Shareholders holding the 38,001,563
Resale Shares have agreed with us that, until April 21, 2021, they will not sell such shares in an amount per day greater than
the higher of a gross dollar amount of $150,000 or 10% of the daily dollar volume (as defined in the agreement) for our common
stock, provided that such restriction shall not apply to any sales of the common stock by the Selling Stockholder at a price equal
to or greater than $0.25 per share. Nevertheless, the sale of the Resale Shares by the Selling Stockholders could adversely affect
the price and liquidity of, and demand for, our securities.
Corporate
Information
Our
principal executive offices are located at 321 Sixth Street, San Antonio, TX 78215, and our telephone number is +1-805-964-3313.
Our website address is www.cloudcommerce.com. The information contained therein or connected thereto shall not be
deemed to be incorporated into this prospectus or the registration statement of which it forms a part. The information on our
website is not part of this prospectus.
RISK
FACTORS
Investing in our securities involves
a high degree of risk. Before making an investment decision, you should consider carefully the risks, uncertainties and other
factors described under the caption “Risk Factors” and elsewhere in our most recent Annual Report on Form 10-K, as
supplemented and updated by subsequent quarterly reports on Form 10-Q and current reports on Form 8-K, that we have filed or will
file with the SEC, which are incorporated by reference into this prospectus.
Our
business, affairs, prospects, assets, financial condition, results of operations and cash flows could be materially and adversely
affected by these risks. For more information about our SEC filings, please see “Where You Can Find More Information.”
The following additional risks could
affect an investment in the securities we may offer pursuant to this prospectus.
The trading price of our common
stock may to continue to be volatile.
The trading price of our common stock
has been highly volatile and could continue to be subject to wide fluctuations in response to various factors, some of which are
beyond our control. During calendar year 2020, our common stock traded at a low of $0..001 and a high of $0.0163. From the beginning
of 2021 through February 12, 2021, our common stock traded at a low of $0.00596 and a high of $0.185.
We do not believe that this volatility
corresponds to any recent change in our financial condition. However, our recent launch of an artificial intelligence (AI) venture
focused on using AI to enhance our existing SWARM solution with the goal of cutting advertising costs, as well as conditions in
the financial markets generally, may have caused or contributed to this volatility.
The stock market in general, and the
market for technology companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated
or disproportionate to the operating performance of those companies. Public perception and other factors outside of our control
may additionally impact the stock price of companies like us that garner a disproportionate degree of public attention, regardless
of actual operating performance.
As a result
of this volatility, our securities could experience rapid and substantial decreases in price, and you may be able to sell securities
you purchase under this prospectus only at a substantial loss to the initial offering price.
Some, but
not all, of the factors that may cause the market price of our common stock to fluctuate include:
|
●
|
fluctuations in our quarterly
or annual financial results or the quarterly or annual financial results of companies
perceived to be similar to us or relevant for our business;
|
|
●
|
changes in estimates
of our financial results or recommendations by securities analysts;
|
|
●
|
failure of our products
to achieve or maintain market acceptance;
|
|
●
|
changes in market valuations
of similar or relevant companies;
|
|
●
|
success of competitive
service offerings or technologies;
|
|
●
|
changes in our capital
structure, such as the issuance of securities or the incurrence of debt;
|
|
●
|
announcements by us or
by our competitors of significant services, contracts, acquisitions or strategic alliances;
|
|
●
|
regulatory developments
in the United States, foreign countries, or both;
|
|
●
|
additions or departures
of key personnel;
|
|
●
|
investors’ general
perceptions; and
|
|
●
|
changes in general economic,
industry or market conditions.
|
In addition,
if the market for technology stocks, or the stock market in general, experiences a loss of investor confidence, the trading price
of our common stock could decline for reasons unrelated to our business, financial condition, or results of operations. Further,
in the past, following periods of volatility in the overall market and the market price of a particular company’s securities,
securities class action litigation has often been instituted against these companies. If any of the foregoing occurs, it could
cause our stock price to fall and may expose us to lawsuits that, even if unsuccessful, could be costly to defend and a distraction
to management.
[A possible “short squeeze”
due to a sudden increase in demand of our common stock that largely exceeds supply may lead to additional price volatility.
Historically there has not been a large
short position in our common stock. However, in the future investors may purchase shares of our common stock to hedge existing
exposure or to speculate on the price of our common stock. Speculation on the price of our common stock may involve long and short
exposures. To the extent an aggregate short exposure in our common stock becomes significant, investors with short exposure may
have to pay a premium to purchase shares for delivery to share lenders at times if and when the price of our common stock increases
significantly, particularly over a short period of time. Those purchases may in turn, dramatically increase the price of our common
stock. This is often referred to as a “short squeeze.” A short squeeze could lead to volatile price movements in our
common stock that are not directly correlated to our business prospects, financial performance or other traditional measures of
value for the Company or its common stock.]
The number of shares of common stock
we may offer (or underlying other securities we may offer) hereunder is significant relative to the number of shares currently
outstanding, and if we offer and sell a significant number of such securities, it could result in a decline in the price of our
securities.
At the price of our common stock as
of the date of this prospectus, the $100 million of securities we may offer under this prospectus, in common stock or equivalents,
if offered and sold in its entirety, would represent more than the number of shares of common stock we currently have outstanding.
If we sell a large number of such securities at one time or over a short period of time, our securities could experience a substantial
decrease in price, and you may be able to sell securities you purchase under this prospectus only at a substantial loss to the
initial offering price.
Additional stock offerings in the
future may dilute then-existing shareholders’ percentage ownership of the Company.
Given our plans and expectations that
we will need additional capital in the future, we anticipate that we will need to issue additional shares of common stock or securities
convertible or exercisable for shares of common stock, including convertible preferred stock, convertible notes, stock options
or warrants. The issuance of additional securities in the future will dilute the percentage ownership and potentially voting power
of then current stockholders and could negatively impact the price of our common stock and other securities.
USE
OF PROCEEDS
Unless
otherwise indicated in a prospectus supplement, we intend to use the net proceeds from these sales for working capital and general
corporate purposes, which includes, without limitation, further development of our SWARM advertising platform, investing in or
acquiring companies that are synergistic with or complimentary to our technologies, licensing activities related to our current
and future product candidates and working capital, the development of emerging technologies, investing in or acquiring companies
that are developing emerging technologies, licensing activities, or the acquisition of other businesses. The amounts and timing
of these expenditures will depend on numerous factors, including the development of our current business initiatives.
PLAN
OF DISTRIBUTION
We
may sell the securities from time to time to or through underwriters or dealers, through agents, or directly to one or more purchasers.
A distribution of the securities offered by this prospectus may also be effected through the issuance of derivative securities,
including without limitation, warrants, rights to purchase and subscriptions. In addition, the manner in which we may sell some
or all of the securities covered by this prospectus includes, without limitation, through:
|
●
|
a
block trade in which a broker-dealer will attempt to sell as agent, but may position or resell a portion of the block, as
principal, in order to facilitate the transaction;
|
|
|
|
|
●
|
purchases
by a broker-dealer, as principal, and resale by the broker-dealer for its account; or
|
|
|
|
|
●
|
ordinary
brokerage transactions and transactions in which a broker solicits purchasers.
|
A
prospectus supplement or supplements with respect to each series of securities will describe the terms of the offering, including,
to the extent applicable:
|
●
|
the
terms of the offering;
|
|
|
|
|
●
|
the
name or names of the underwriters or agents and the amounts of securities underwritten or purchased by each of them, if any;
|
|
|
|
|
●
|
the
public offering price or purchase price of the securities or other consideration therefor, and the proceeds to be received
by us from the sale;
|
|
|
|
|
●
|
any
delayed delivery requirements;
|
|
|
|
|
●
|
any
over-allotment options under which underwriters may purchase additional securities from us;
|
|
|
|
|
●
|
any
underwriting discounts or agency fees and other items constituting underwriters’ or agents’ compensation;
|
|
|
|
|
●
|
any
discounts or concessions allowed or re-allowed or paid to dealers; and
|
|
|
|
|
●
|
any
securities exchange or market on which the securities may be listed or quoted.
|
The offer and sale of the securities
described in this prospectus by us, the underwriters or the third parties described above may be effected from time to time in
one or more transactions, including privately negotiated transactions, initially at a fixed price to be set forth in the applicable
pricing supplement. If and when our common stock is quoted on the OTCQB or OTCQX Market of OTC Markets, Inc.,
or a national securities exchange (of which there can be no assurance), then the securities described in this prospectus may be
offered and sold either:
|
●
|
at
fixed price or prices, which may be changed;
|
|
|
|
|
●
|
in
an “at the market” offering within the meaning of Rule 415(a)(4) of the Securities Act;
|
|
|
|
|
●
|
at
prices related to such prevailing market prices; or
|
|
|
|
|
●
|
at
negotiated prices.
|
Only
underwriters named in the prospectus supplement will be underwriters of the securities offered by the prospectus supplement.
Underwriters
and Agents; Direct Sales
If
underwriters are used in a sale, they will acquire the offered securities for their own account and may resell the offered securities
from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying
prices determined at the time of sale. We may offer the securities to the public through underwriting syndicates represented by
managing underwriters or by underwriters without a syndicate.
Unless
the prospectus supplement states otherwise, the obligations of the underwriters to purchase the securities will be subject to
the conditions set forth in the applicable underwriting agreement. Subject to certain conditions, the underwriters will be obligated
to purchase all of the securities offered by the prospectus supplement, other than securities covered by any over-allotment option.
Any public offering price and any discounts or concessions allowed or re-allowed or paid to dealers may change from time to time.
We may use underwriters with whom we have a material relationship. We will describe in the prospectus supplement, naming the underwriter,
the nature of any such relationship.
We
may sell securities directly or through agents we designate from time to time. We will name any agent involved in the offering
and sale of securities, and we will describe any commissions we will pay the agent in the prospectus supplement. Unless the prospectus
supplement states otherwise, our agent will act on a best-efforts basis for the period of its appointment.
We
may authorize agents or underwriters to solicit offers by certain types of institutional investors to purchase securities from
us at the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment
and delivery on a specified date in the future. We will describe the conditions to these contracts and the commissions we must
pay for solicitation of these contracts in the prospectus supplement.
Dealers
We
may sell the offered securities to dealers as principals. The dealer may then resell such securities to the public either at varying
prices to be determined by the dealer or at a fixed offering price agreed to with us at the time of resale.
Institutional
Purchasers
We
may authorize agents, dealers or underwriters to solicit certain institutional investors to purchase offered securities on a delayed
delivery basis pursuant to delayed delivery contracts providing for payment and delivery on a specified future date. The applicable
prospectus supplement or other offering materials, as the case may be, will provide the details of any such arrangement, including
the offering price and commissions payable on the solicitations.
We
will enter into such delayed contracts only with institutional purchasers that we approve. These institutions may include commercial
and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions.
Indemnification;
Other Relationships
We
may provide agents, underwriters, dealers and remarketing firms with indemnification against certain civil liabilities, including
liabilities under the Securities Act, or contribution with respect to payments that the agents or underwriters may make with respect
to these liabilities. Agents, underwriters, dealers and remarketing firms, and their affiliates, may engage in transactions with,
or perform services for, us in the ordinary course of business. This includes commercial banking and investment banking transactions.
Market-Making;
Stabilization and Other Transactions
There
is currently no market for any of the offered securities, other than our common stock, which is quoted on the OTC Pink market.
If the offered securities are traded after their initial issuance, they may trade at a discount from their initial offering price,
depending upon prevailing interest rates, the market for similar securities and other factors. While it is possible that an underwriter
could inform us that it intends to make a market in the offered securities, such underwriter would not be obligated to do so,
and any such market-making could be discontinued at any time without notice. Therefore, no assurance can be given as to whether
an active trading market will develop for the offered securities. We have no current plans for listing of the preferred stock,
warrants or subscription rights on any securities exchange or quotation system; any such listing with respect to any particular
preferred stock, warrants or subscription rights will be described in the applicable prospectus supplement or other offering materials,
as the case may be.
Any
underwriter may engage in over-allotment, stabilizing transactions, short-covering transactions and penalty bids in accordance
with Regulation M under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Over-allotment involves sales in
excess of the offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying security
so long as the stabilizing bids do not exceed a specified maximum price. Syndicate-covering or other short-covering transactions
involve purchases of the securities, either through exercise of the over-allotment option or in the open market after the distribution
is completed, to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when
the securities originally sold by the dealer are purchased in a stabilizing or covering transaction to cover short positions.
Those activities may cause the price of the securities to be higher than it would otherwise be. If commenced, the underwriters
may discontinue any of the activities at any time.
Any
underwriters or agents that are qualified market makers on the OTC Pink market may engage in passive market making transactions
in our common stock on the OTC Pink market in accordance with Regulation M under the Exchange Act, during the business day prior
to the pricing of the offering, before the commencement of offers or sales of our common stock. Passive market makers must comply
with applicable volume and price limitations and must be identified as passive market makers. In general, a passive market maker
must display its bid at a price not in excess of the highest independent bid for such security; if all independent bids are lowered
below the passive market maker’s bid, however, the passive market maker’s bid must then be lowered when certain purchase
limits are exceeded. Passive market making may stabilize the market price of the securities at a level above that which might
otherwise prevail in the open market and, if commenced, may be discontinued at any time.
Fees
and Commissions
If
5% or more of the net proceeds of any offering of securities made under this prospectus will be received by a FINRA member participating
in the offering or affiliates or associated persons of such FINRA member, the offering will be conducted in accordance with FINRA
Rule 5121.
DESCRIPTION
OF SECURITIES WE MAY OFFER
General
This
prospectus describes the general terms of our capital stock. The following description is not complete and may not contain all
the information you should consider before investing in our capital stock. For a more detailed description of these securities,
you should read the applicable provisions of Nevada law and our amended and restated certificate of incorporation, referred to
herein as our certificate of incorporation, and our amended and restated bylaws, referred to herein as our bylaws. When we offer
to sell a particular series of these securities, we will describe the specific terms of the series in a supplement to this prospectus.
Accordingly, for a description of the terms of any series of securities, you must refer to both the prospectus supplement relating
to that series and the description of the securities described in this prospectus. To the extent the information contained in
the prospectus supplement differs from this summary description, you should rely on the information in the prospectus supplement.
We,
directly or through agents, dealers or underwriters designated from time to time, may offer, issue and sell, together or separately,
up to $250,000,000 in the aggregate of:
|
●
|
common
stock;
|
|
|
|
|
●
|
preferred
stock;
|
|
|
|
|
●
|
warrants
to purchase our securities;
|
|
|
|
|
●
|
subscription
rights to purchase our securities;
|
|
|
|
|
●
|
depositary
shares;
|
|
|
|
|
●
|
purchase
contracts; or
|
|
|
|
|
●
|
units
comprised of, or other combinations of, the foregoing securities.
|
The
preferred stock may also be exchangeable for and/or convertible into shares of common stock, another series of preferred stock
or other securities that may be sold by us pursuant to this prospectus or any combination of the foregoing. When a particular
series of securities is offered, a supplement to this prospectus will be delivered with this prospectus, which will set forth
the terms of the offering and sale of the offered securities.
Authorized
Capital Stock; Issued and Outstanding Capital Stock
We
have authorized 2,005,000,000 shares of capital stock, par value $0.001 per share, of which 2,000,000,000 are shares of common
stock and 5,000,000 are shares of preferred stock, 10,000 of which are designated Series A Preferred Stock, 25,000 of which are
designated as Series B Preferred Stock, 25,000 of which are designated as Series C Preferred Stock, 90,000 of which are designated
as Series D Preferred Stock, 10,000 of which are designated as Series E Preferred Stock, 800,000 of which are designated as Series
F Preferred Stock, and 2,600 of which are designated as Series G Preferred Stock. As of January 20, 2021, there were 702,253,178
shares of common stock issued and outstanding, 10,000 shares of Series A Preferred Stock outstanding, 18,025 shares of Series
B Preferred Stock outstanding, 14,425 shares of Series C Preferred Stock outstanding, 90,000 shares of Series D Preferred Stock
outstanding, 10,000 shares of Series E Preferred Stock outstanding, 2,413 shares of Series F Preferred Stock outstanding, and
2,597 shares of Series G Preferred Stock outstanding. The authorized and unissued shares of common stock and the authorized and
undesignated shares of preferred stock are available for issuance without further action by our stockholders, unless such action
is required by applicable law or the rules of any stock exchange on which our securities may be listed. Unless approval of our
stockholders is so required, our board of directors does not intend to seek stockholder approval for the issuance and sale of
our common stock or preferred stock.
Common
Stock
The
holders of our common stock are entitled to one vote per share. Our certificate of incorporation does not provide for cumulative
voting. At each annual meeting of stockholders, directors are elected for a term of office to expire at the next succeeding annual
meeting of stockholders. The holders of our common stock are entitled to receive ratably such dividends, if any, as may be declared
by our board of directors out of legally available funds. However, the current policy of our board of directors is to retain earnings,
if any, for operations and growth. Upon liquidation, dissolution or winding-up, the holders of our common stock are entitled to
share ratably in all assets that are legally available for distribution. The holders of our common stock have no preemptive, subscription
or conversion rights and there are no redemption or sinking fund provisions applicable to the common stock. The rights, preferences
and privileges of holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of any
series of preferred stock, which may be designated solely by action of our board of directors and issued in the future.
As
of January 20, 2021, 702,253,178 shares of common stock were outstanding.
As
of January 20, 2021, we had options to purchase 821,675,799 shares of common stock that are outstanding, with a weighted average
exercise price of $0.0068, of which 247,804,566 were then exercisable.
We
also have warrants to purchase common stock that are outstanding, which are described below.
As of the date of this prospectus,
we have no convertible promissory notes outstanding.
Preferred
Stock
Outstanding
Preferred Stock
Series
A Preferred
The
Company has designated 10,000 shares of its preferred stock as Series A Preferred Stock. Each share of Series A Preferred Stock
is convertible into 10,000 shares of the Company’s common stock. The holders of outstanding shares of Series A Preferred
Stock are entitled to receive dividends, payable quarterly, out of any assets of the Corporation legally available therefor, at
the rate of $8 per share annually, payable in preference and priority to any payment of any dividend on the common stock. As of
September 30, 2020, the Company has 10,000 shares of Series A Preferred Stock outstanding. During the nine months ended September
30, 2020 and 2019, we paid dividends of $20,000 and $20,000, respectively, to the holders of Series A Preferred stock. As of September
30, 2020, the balance owed on the Series A Preferred stock dividend was $120,000.
Series
B Preferred
The
Company has designated 25,000 shares of its preferred stock as Series B Preferred Stock. Each share of Series B Preferred Stock
has a stated value of $100. The Series B Preferred Stock is convertible into shares of the Company's common stock in amount determined
by dividing the stated value by a conversion price of $0.004 per share. The Series B 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 of Series
B Preferred Stock. As of September 30, 2020, the Company has 18,025 shares of Series B Preferred Stock outstanding.
Series
C Preferred
The
Company has designated 25,000 shares of its preferred stock as Series C Preferred Stock. Each share of Series C Preferred Stock
has a stated value of $100. The Series C Preferred Stock is convertible into shares of the Company's common stock by dividing
the stated value by a conversion price of $0.01 per share. The Series C 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 of Series C Preferred
Stock. As of September 30, 2020, the Company has 14,425 shares of Series C Preferred Stock outstanding.
Series
D Preferred
The
Company has designated 90,000 shares of its preferred stock as Series D Preferred Stock. Each share of Series D Preferred Stock
has a stated value of $100. The Series D Preferred Stock is convertible into common stock at a ratio of 2,500 shares of common
stock per share of preferred stock, and pays a quarterly dividend, calculated as (1/90,000) x (5% of the Adjusted Gross Revenue)
of the Company’s subsidiary Parscale Digital. Adjusted Gross Revenue shall mean the top line gross revenue of Parscale
Digital, as calculated under GAAP (generally accepted accounting principles) less any reselling revenue attributed to third party
advertising products or service, such as, but not limited to, search engine keyword campaign fees, social media campaign fees,
radio or television advertising fees, and the like. The Series D 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 of Series D Preferred Stock.
As of September 30, 2020, the Company had 90,000 shares of Series D Preferred Stock outstanding. During the nine months ended September
30, 2020, and 2019, we paid dividends of zero, and zero respectively, to the holders of Series D Preferred stock. As of September
30, 2020, the balance owed on the Series D Preferred stock dividend was $237,664, $12,116 of which relates to the quarter ended
September 30, 2020.
Series
E Preferred
The
Company has designated 10,000 shares of its preferred stock as Series E Preferred Stock. Each share of Series E Preferred Stock
has a stated value of $100. The Series E Preferred Stock is convertible into shares of the Company's common stock in an amount
determined by dividing the stated value by a conversion price of $0.05 per share. The Series E 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
of Series E Preferred Stock. As of September 30, 2020, the Company has 10,000 shares of Series E Preferred Stock outstanding.
Series
F Preferred
The
Company has designated 800,000 shares of its preferred stock as Series F Preferred Stock. Each share of Series F Preferred Stock
has a stated value of $25. The Series F Preferred Stock is not convertible into common stock. The holders of outstanding shares
of Series F Preferred Stock are entitled to receive dividends, at the annual rate of 10%, payable monthly, payable in preference
and priority to any payment of any dividend on the Company’s common stock. The Series F Preferred Stock does have voting
rights, except as required by law and with respect to certain protective provisions set forth in the Certificate of Designation.
To the extent it may lawfully do so, the Company may, in its sole discretion, after the first anniversary of the original issuance
date of the Series F Preferred Stock, redeem any or all of the then outstanding shares of Series F Preferred Stock at a redemption
price of $25 per share plus any accrued but unpaid dividends. The Series F Preferred Stock is being offered in connection with
the Company’s offering under Regulation A under the Securities Act of 1933, as amended. As of September 30, 2020, the Company
had 2,413 shares of Series F Preferred Stock outstanding.
Series
G Preferred
On
February 6, 2020, the Company designated 2,600 shares of its 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 in an amount determined by dividing the stated value by a conversion price of $0.0019 per share. 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 of Series G Preferred Stock. As of September 30, 2020, the Company had 2,597 shares of Series G Preferred
Stock outstanding.
Other
Series of Preferred Stock We May Issue
The
board of directors is authorized, subject to any limitations prescribed by law, without further vote or action by our stockholders,
to issue from time to time shares of preferred stock in one or more series. Each such series of preferred stock shall have such
number of shares, designations, preferences, voting powers, qualifications and special or relative rights or privileges as determined
by our board of directors, which may include, among others, dividend rights, voting rights, liquidation preferences, conversion
rights and preemptive rights. Issuance of preferred stock by our board of directors may result in such shares having dividend
and/or liquidation preferences senior to the rights of the holders of our common stock and could dilute the voting rights of the
holders of our common stock.
Prior
to the issuance of shares of each series of preferred stock, our board of directors is required by the Nevada Revised Law and
our amended and restated certificate of incorporation to adopt resolutions and file a certificate of designations with the Secretary
of State of the State of Nevada, which fixes for each class or series the designations, powers, preferences, rights, qualifications,
limitations and restrictions. We will file as an exhibit to the registration statement of which this prospectus is a part, or
will incorporate by reference from a current report on Form 8-K that we file with the Commission, the form of any certificate
of designations for the series of preferred stock we are offering before the issuance of the related series of preferred stock.
The prospectus supplement relating to any preferred stock that we may offer will contain the specific terms of the class or series
and of the offering, which terms may include the following:
|
●
|
the
title and stated value;
|
|
|
|
|
●
|
the
number of shares we are offering;
|
|
|
|
|
●
|
the
offering price;
|
|
|
|
|
●
|
the
number of shares constituting that series, which number may be increased or decreased (but not below the number of shares
then outstanding) from time to time by action of our board of directors;
|
|
|
|
|
●
|
the
dividend rate and the manner and frequency of payment of dividends on the shares of that series, whether dividends will be
cumulative, and, if so, from which date;
|
|
|
|
|
●
|
whether
that series will have voting rights, in addition to any voting rights provided by law, and, if so, the terms of such voting
rights;
|
|
|
|
|
●
|
whether
that series will have conversion privileges, and, if so, the terms and conditions of such conversion, including provision
for adjustment of the conversion rate in such events as our board of directors may determine;
|
|
|
|
|
●
|
whether
or not the shares of that series will be redeemable, and, if so, the terms and conditions of such redemption;
|
|
|
|
|
●
|
whether
that series will have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount
of such sinking fund;
|
|
|
|
|
●
|
whether
or not the shares of the series will have priority over or be on a parity with or be junior to the shares of any other series
or class in any respect;
|
|
|
|
|
●
|
the
rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the
corporation, and the relative rights or priority, if any, of payment of shares of that series;
|
|
|
|
|
●
|
preemptive
rights, if any;
|
|
|
|
|
●
|
restrictions
on transfer, sale or other assignment, if any;
|
|
|
|
|
●
|
whether
interests in the preferred stock will be represented by depositary shares;
|
|
|
|
|
●
|
a
discussion of any material or special United States federal income tax considerations applicable to the preferred stock;
|
|
|
|
|
●
|
any
limitations on issuance of any class or series of preferred stock ranking senior to or on a parity with the series of preferred
stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; and
|
|
|
|
|
●
|
any
other relative rights, preferences and limitations of that series.
|
Once
designated by our board of directors, each series of preferred stock may have specific financial and other terms that will be
described in a prospectus supplement. The description of the preferred stock that is set forth in any prospectus supplement is
not complete without reference to the documents that govern the preferred stock. These include our amended and restated certificate
of incorporation and any certificates of designation that our board of directors may adopt.
All
shares of our preferred stock will, when issued, be fully paid and non-assessable, including shares of our preferred stock issued
upon the exercise of preferred stock warrants or subscription rights, if any.
Our
board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect
the voting power or other rights of the holders of our common stock. Preferred stock could be issued quickly with terms designed
to delay or prevent a change in control of our Company or make removal of management more difficult. Additionally, the issuance
of preferred stock could have the effect of decreasing the market price of our common stock.
Although
our board of directors has no intention at the present time of doing so, it could authorize the issuance of a series of preferred
stock that could, depending on the terms of such series, impede the completion of a merger, tender offer or other takeover attempt.
Warrants
We
may issue warrants to purchase our securities or other rights, including rights to receive payment in cash or securities based
on the value, rate or price of one or more specified commodities, currencies, securities or indices, or any combination of the
foregoing. Warrants may be issued independently or together with any other securities that may be sold by us pursuant to this
prospectus or any combination of the foregoing and may be attached to, or separate from, such securities. To the extent warrants
that we issue are to be publicly-traded, each series of such warrants will be issued under a separate warrant agreement to be
entered into between us and a warrant agent.
We
will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from
a current report on Form 8-K that we file with the Commission, forms of the warrant and warrant agreement, if any. The prospectus
supplement relating to any warrants that we may offer will contain the specific terms of the warrants and a description of the
material provisions of the applicable warrant agreement, if any. These terms may include the following:
|
●
|
the
title of the warrants;
|
|
|
|
|
●
|
the
aggregate number of warrants;
|
|
|
|
|
●
|
the
price or prices at which the warrants will be offered;
|
|
|
|
|
●
|
the
designation, amount and terms of the securities or other rights for which the warrants are exercisable;
|
|
|
|
|
●
|
the
designation and terms of the other securities, if any, with which the warrants are to be issued and the number of warrants
issued with each other security;
|
|
|
|
|
●
|
if
applicable, the date on and after which the warrants and the related securities will be separately transferable;
|
|
|
|
|
●
|
the
price or prices at which the securities or other rights purchasable upon exercise of the warrants may be purchased;
|
|
|
|
|
●
|
any
provisions for adjustment of the number or amount of securities receivable upon exercise of the warrants or the exercise price
of the warrants;
|
|
|
|
|
●
|
the
manner of exercise of the warrants, including any cashless exercise rights;
|
|
|
|
|
●
|
the
terms of any rights of us to redeem or call the warrants;
|
|
●
|
the
identities of any warrant agent and any calculation or other agent for the warrants;
|
|
|
|
|
●
|
a
discussion of any material U.S. federal income tax considerations applicable to the exercise of the warrants;
|
|
|
|
|
●
|
the
date on which the right to exercise the warrants will commence, and the date on which the right will expire;
|
|
|
|
|
●
|
If
any, the maximum or minimum number of warrants that may be exercised at any time;
|
|
|
|
|
●
|
information
with respect to book-entry procedures, if any; and
|
|
|
|
|
●
|
any
other terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants.
|
Exercise
of Warrants. Each warrant will entitle the holder of warrants to purchase the amount of securities or other rights, at the
exercise price stated or determinable in the prospectus supplement for the warrants. Warrants may be exercised at any time up
to the close of business on the expiration date shown in the applicable prospectus supplement, unless otherwise specified in such
prospectus supplement. After the close of business on the expiration date, if applicable, unexercised warrants will become void.
Warrants may be exercised in the manner described in the applicable prospectus supplement. When the warrant holder makes the payment
and properly completes and signs the warrant certificate at the corporate trust office of the warrant agent, if any, or any other
office indicated in the prospectus supplement, we will, as soon as possible, forward the securities or other rights that the warrant
holder has purchased. If the warrant holder exercises less than all of the warrants represented by the warrant certificate, we
will issue a new warrant certificate for the remaining warrants.
Enforceability
of Rights By Holders of Warrants. Any warrant agent will act solely as our agent under the applicable warrant agreement and
will not assume any obligation or relationship of agency or trust with any holder of any warrant. A single bank or trust company
may act as warrant agent for more than one issue of warrants. A warrant agent will have no duty or responsibility in case of any
default by us under the applicable warrant agreement or warrant, including any duty or responsibility to initiate any proceedings
at law or otherwise, or to make any demand upon us. Any holder of a warrant may, without the consent of the related warrant agent
or the holder of any other warrant, enforce by appropriate legal action the holder’s right to exercise, and receive the
securities purchasable upon exercise of, its warrants in accordance with their terms.
Warrant
Agreement Will Not Be Qualified Under Trust Indenture Act. No warrant agreement will be qualified as an indenture, and no
warrant agent will be required to qualify as a trustee, under the Trust Indenture Act. Therefore, holders of warrants issued under
a warrant agreement will not have the protection of the Trust Indenture Act with respect to their warrants.
Outstanding
Warrants
As of January 20, 2021, we had outstanding
warrants to purchase 20,912,852 shares of common stock with a weighted average exercise price of $0.0067 per share, all of which
are currently exercisable, but in some cases subject to a customary 4.99% beneficial ownership “blocker” provisions.
Certain warrants may be exercised on a cashless “net exercise” basis under certain circumstances.
Subscription
Rights
We
may issue rights to purchase our securities. The rights may or may not be transferable by the persons purchasing or receiving
the rights. In connection with any rights offering, we may enter into a standby underwriting or other arrangement with one or
more underwriters or other persons pursuant to which such underwriters or other persons would purchase any offered securities
remaining unsubscribed for after such rights offering. In connection with a rights offering to holders of our capital stock a
prospectus supplement will be distributed to such holders on the record date for receiving rights in the rights offering set by
us.
We
will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from
a current report on Form 8-K that we file with the Commission, forms of the subscription rights, standby underwriting agreement
or other agreements, if any. The prospectus supplement relating to any rights that we offer will include specific terms relating
to the offering, including, among other matters:
|
●
|
the
date of determining the security holders entitled to the rights distribution;
|
|
|
|
|
●
|
the
aggregate number of rights issued and the aggregate amount of securities purchasable upon exercise of the rights;
|
|
|
|
|
●
|
the
exercise price;
|
|
|
|
|
●
|
the
aggregate number of rights to be issued;
|
|
|
|
|
●
|
the
date, if any, on and after which the rights will be separately transferable;
|
|
|
|
|
●
|
the
conditions to completion of the rights offering;
|
|
|
|
|
●
|
the
date on which the right to exercise the rights will commence and the date on which the rights will expire;
|
|
|
|
|
●
|
any
applicable federal income tax considerations; and
|
|
|
|
|
●
|
any
other terms of the rights, including terms, procedures and limitations relating to the distribution, exchange and exercise
of the rights.
|
Each
right would entitle the holder of the rights to purchase the principal amount of securities at the exercise price set forth in
the applicable prospectus supplement. Rights may be exercised at any time up to the close of business on the expiration date for
the rights provided in the applicable prospectus supplement. After the close of business on the expiration date, all unexercised
rights will become void.
Holders
may exercise rights as described in the applicable prospectus supplement. Upon receipt of payment and the rights certificate properly
completed and duly executed at the corporate trust office of the rights agent, if any, or any other office indicated in the prospectus
supplement, we will, as soon as practicable, forward the securities purchasable upon exercise of the rights. If less than all
of the rights issued in any rights offering are exercised, we may offer any unsubscribed securities directly to persons other
than stockholders, to or through agents, underwriters or dealers or through a combination of such methods, including pursuant
to standby underwriting arrangements, as described in the applicable prospectus supplement.
Depositary
Shares
General.
We may offer fractional shares of preferred stock, rather than full shares of preferred stock. If we decide to offer fractional
shares of our preferred stock, we will issue receipts for depositary shares. Each depositary share will represent a fraction of
a share of a particular series of our preferred stock, and the applicable prospectus supplement will indicate that fraction. The
shares of preferred stock represented by depositary shares will be deposited under a deposit agreement between us and a depositary
that is a bank or trust company that meets certain requirements and is selected by us. The depositary will be specified in the
applicable prospectus supplement. Each owner of a depositary share will be entitled to all of the rights and preferences of the
preferred stock represented by the depositary share. The depositary shares will be evidenced by depositary receipts issued pursuant
to the deposit agreement. Depositary receipts will be distributed to those persons purchasing the fractional shares of our preferred
stock in accordance with the terms of the offering. We will file as exhibits to the registration statement of which this prospectus
is a part, or will incorporate by reference from a current report on Form 8-K that we file with the Commission, forms of the deposit
agreement, form of certificate of designation of underlying preferred stock, form of depositary receipts and any other related
agreements.
Dividends
and Other Distributions. The depositary will distribute all cash dividends or other cash distributions received by
it in respect of the preferred stock to the record holders of depositary shares relating to such preferred shares in proportion
to the numbers of depositary shares held on the relevant record date.
In
the event of a distribution other than in cash, the depositary will distribute securities or property received by it to the record
holders of depositary shares in proportion to the numbers of depositary shares held on the relevant record date, unless the depositary
determines that it is not feasible to make such distribution. In that case, the depositary may make the distribution by such method
as it deems equitable and practicable. One such possible method is for the depositary to sell the securities or property and then
distribute the net proceeds from the sale as provided in the case of a cash distribution.
Redemption
of Depositary Shares. Whenever we redeem the preferred stock, the depositary will redeem a number of depositary shares
representing the same number of shares of preferred stock so redeemed. If fewer than all of the depositary shares are to be redeemed,
the depositary shares to be redeemed will be selected by lot, pro rata or by any other equitable method as the depositary may
determine.
Voting
of Underlying Shares. Upon receipt of notice of any meeting at which the holders of our preferred stock of any series are
entitled to vote, the depositary will mail the information contained in the notice of the meeting to the record holders of the
depositary shares relating to that series of preferred stock. Each record holder of the depositary shares on the record date will
be entitled to instruct the depositary as to the exercise of the voting rights represented by the number of shares of preferred
stock underlying the holder’s depositary shares. The depositary will endeavor, to the extent it is practical to do so, to
vote the number of whole shares of preferred stock underlying such depositary shares in accordance with such instructions. We
will agree to take all action that the depositary may deem reasonably necessary in order to enable the depositary to do so. To
the extent the depositary does not receive specific instructions from the holders of depositary shares relating to such preferred
shares, it will abstain from voting such shares of preferred stock.
Withdrawal
of Shares. Upon surrender of depositary receipts representing any number of whole shares at the depositary’s office,
unless the related depositary shares previously have been called for redemption, the holder of the depositary shares evidenced
by the depositary receipts will be entitled to delivery of the number of whole shares of the related series of preferred stock
and all money and other property, if any, underlying such depositary shares. However, once such an exchange is made, the preferred
stock cannot thereafter be re-deposited in exchange for depositary shares. Holders of depositary shares will be entitled to receive
whole shares of the related series of preferred stock on the basis set forth in the applicable prospectus supplement. If the depositary
receipts delivered by the holder evidence a number of depositary shares representing more than the number of whole shares of preferred
stock of the related series to be withdrawn, the depositary will deliver to the holder at the same time a new depositary receipt
evidencing the excess number of depositary shares.
Amendment
and Termination of Depositary Agreement. The form of depositary receipt evidencing the depositary shares and any provision
of the applicable depositary agreement may at any time be amended by agreement between us and the depositary. We may, with the
consent of the depositary, amend the depositary agreement from time to time in any manner that we desire. However, if the amendment
would materially and adversely alter the rights of the existing holders of depositary shares, the amendment would need to be approved
by the holders of at least a majority of the depositary shares then outstanding.
The
depositary agreement may be terminated by us or the depositary if:
|
●
|
all
outstanding depositary shares have been redeemed; or
|
|
|
|
|
●
|
there
has been a final distribution in respect of the shares of preferred stock of the applicable series in connection with our
liquidation, dissolution or winding up and such distribution has been made to the holders of depositary receipts.
|
Resignation
and Removal of Depositary. The depositary may resign at any time by delivering to us notice of its election to do so. We may
remove a depositary at any time. Any resignation or removal will take effect upon the appointment of a successor depositary and
its acceptance of appointment.
Charges
of Depositary. We will pay all transfer and other taxes and governmental charges arising solely from the existence of any
depositary arrangements. We will pay all charges of each depositary in connection with the initial deposit of the preferred shares
of any series, the initial issuance of the depositary shares, any redemption of such preferred shares and any withdrawals of such
preferred shares by holders of depositary shares. Holders of depositary shares will be required to pay any other transfer taxes.
Notices.
Each depositary will forward to the holders of the applicable depositary shares all notices, reports and communications from us
which are delivered to such depositary and which we are required to furnish the holders of the preferred stock represented by such
depositary shares.
Miscellaneous.
The depositary agreement may contain provisions that limit our liability and the liability of the depositary to the holders of
depositary shares. Both the depositary and we are also entitled to an indemnity from the holders of the depositary shares prior
to bringing, or defending against, any legal proceeding. We or any depositary may rely upon written advice of counsel or accountants,
or information provided by persons presenting preferred shares for deposit, holders of depositary shares or other persons believed
by us to be competent and on documents believed by us or them to be genuine.
Purchase Contracts
We may issue purchase
contracts, representing contracts obligating holders to purchase from us, and us to sell to the holders, a specific or varying
number of common stock, preferred stock, warrants, depositary shares or any combination of the above, at a future date or dates.
Alternatively, the purchase contracts may obligate us to purchase from holders, and obligate holders to sell to us, a specific
or varying number of common stock, preferred stock, warrants, depositary shares, or any combination of the above. The price of
the securities and other property subject to the purchase contracts may be fixed at the time the purchase contracts are issued
or may be determined by reference to a specific formula set forth in the purchase contracts. The purchase contracts may be issued
separately or as a part of a unit that consists of (a) a purchase contract and (b) one or more of the other securities that may
be sold by us pursuant to this prospectus or any combination of the foregoing, which may secure the holders’ obligations
to purchase the securities under the purchase contract. The purchase contracts may require us to make periodic payments to the
holders or require the holders to make periodic payments to us. These payments may be unsecured or prefunded and may be paid on
a current or on a deferred basis. The purchase contracts may require holders to secure their obligations under the contracts in
a manner specified in the applicable prospectus supplement.
We will file as
exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from a current report
on Form 8-K that we file with the Commission, forms of the purchase contracts and purchase contract agreement, if any. The applicable
prospectus supplement will describe the terms of any purchase contracts in respect of which this prospectus is being delivered,
including, to the extent applicable, the following:
|
●
|
whether the purchase contracts obligate the holder or us to purchase or sell, or both purchase and sell, the securities subject to purchase under the purchase contract, and the nature and amount of each of those securities, or the method of determining those amounts;
|
|
|
|
|
●
|
whether the purchase contracts are to be prepaid or not;
|
|
|
|
|
●
|
whether the purchase contracts are to be settled by delivery, or by reference or linkage to the value, performance or level of the securities subject to purchase under the purchase contract;
|
|
|
|
|
●
|
any acceleration, cancellation, termination or other provisions relating to the settlement of the purchase contracts;
|
|
|
|
|
●
|
whether the purchase contracts will be issued in fully registered or global form; and
|
|
|
|
|
●
|
any applicable federal income tax considerations; and
|
Units
We may issue units
consisting of any combination of the other types of securities offered under this prospectus in one or more series. We may evidence
each series of units by unit certificates that we may issue under a separate agreement. We may enter into unit agreements with
a unit agent. Each unit agent, if any, may be a bank or trust company that we select. We will indicate the name and address of
the unit agent, if any, in the applicable prospectus supplement relating to a particular series of units. Specific unit agreements,
if any, will contain additional important terms and provisions. We will file as an exhibit to the registration statement of which
this prospectus is a part, or will incorporate by reference from a current report that we file with the Commission, the form of
unit and the form of each unit agreement, if any, relating to units offered under this prospectus.
If we offer any
units, certain terms of that series of units will be described in the applicable prospectus supplement, including, without limitation,
the following, as applicable
|
●
|
the title of the series of units;
|
|
|
|
|
●
|
identification and description of the separate constituent securities comprising the units;
|
|
|
|
|
●
|
the price or prices at which the units will be issued;
|
|
|
|
|
●
|
the date, if any, on and after which the constituent securities comprising the units will be separately transferable;
|
|
|
|
|
●
|
a discussion of certain United States federal income tax considerations applicable to the units; and
|
|
|
|
|
●
|
any other material terms of the units and their constituent securities.
|
Anti-takeover Effects of Our Articles
of Incorporation and By-laws
Our Articles of Incorporation and Bylaws
contain certain provisions that may have anti-takeover effects, making it more difficult for or preventing a third party from acquiring
control of our Company or changing our Board of Directors and management. According to our Bylaws and Articles of Incorporation,
neither the holders of our common stock nor the holders of our preferred stock have cumulative voting rights in the election of
our directors. The combination of the present ownership by a few stockholders of a significant portion of our issued and outstanding
common stock and lack of cumulative voting makes it more difficult for other stockholders to replace our Board of Directors or
for a third party to obtain control of our Company by replacing our Board of Directors.
Anti-takeover Effects of Nevada Law
Business Combinations
The “business combination”
provisions of Sections 78.411 to 78.444, inclusive, of the Nevada Revised Statutes, or NRS, generally prohibit a Nevada corporation
with at least 200 stockholders of record, a “resident domestic corporation,” from engaging in various “combination”
transactions with any “interested stockholder” unless certain conditions are met or the corporation has elected in
its articles of incorporation to not be subject to these provisions.
A “combination” is generally
defined to include (a) a merger or consolidation of the resident domestic corporation or any subsidiary of the resident domestic
corporation with the interested stockholder or affiliate or associate of the interested stockholder; (b) any sale, lease, exchange,
mortgage, pledge, transfer, or other disposition, in one transaction or a series of transactions, by the resident domestic corporation
or any subsidiary of the resident domestic corporation to or with the interested stockholder or affiliate or associate of the interested
stockholder having: (i) an aggregate market value equal to 5% or more of the aggregate market value of the assets of the resident
domestic corporation, (ii) an aggregate market value equal to 5% or more of the aggregate market value of all outstanding shares
of the resident domestic corporation, or (iii) 10% or more of the earning power or net income of the resident domestic corporation;
(c) the issuance or transfer in one transaction or series of transactions of shares of the resident domestic corporation or any
subsidiary of the resident domestic corporation having an aggregate market value equal to 5% or more of the resident domestic corporation
to the interested stockholder or affiliate or associate of the interested stockholder; and (d) certain other transactions with
an interested stockholder or affiliate or associate of the interested stockholder.
An “interested stockholder”
is generally defined as a person who, together with affiliates and associates, owns (or within three years, did own) 10% or more
of a corporation’s voting stock. An “affiliate” of the interested stockholder is any person that directly or
indirectly through one or more intermediaries is controlled by or is under common control with the interested stockholder. An “associate”
of an interested stockholder is any (a) corporation or organization of which the interested stockholder is an officer or partner
or is directly or indirectly the beneficial owner of 10% or more of any class of voting shares of such corporation or organization;
(b) trust or other estate in which the interested stockholder has a substantial beneficial interest or as to which the interested
stockholder serves as trustee or in a similar fiduciary capacity; or (c) relative or spouse of the interested stockholder, or any
relative of the spouse of the interested stockholder, who has the same home as the interested stockholder.
If applicable, the prohibition is for a
period of two years after the date of the transaction in which the person became an interested stockholder, unless such transaction
is approved by the board of directors prior to the date the interested stockholder obtained such status; or the combination is
approved by the board of directors and thereafter is approved at a meeting of the stockholders by the affirmative vote of stockholders
representing at least 60% of the outstanding voting power held by disinterested stockholders; and extends beyond the expiration
of the two-year period, unless (a) the combination was approved by the board of directors prior to the person becoming an interested
stockholder; (b) the transaction by which the person first became an interested stockholder was approved by the board of directors
before the person became an interested stockholder; (c) the transaction is approved by the affirmative vote of a majority of the
voting power held by disinterested stockholders at a meeting called for that purpose no earlier than two years after the date the
person first became an interested stockholder; or (d) if the consideration to be paid to all stockholders other than the interested
stockholder is, generally, at least equal to the highest of: (i) the highest price per share paid by the interested stockholder
within the three years immediately preceding the date of the announcement of the combination or in the transaction in which it
became an interested stockholder, whichever is higher, plus compounded interest and less dividends paid, (ii) the market value
per share of common shares on the date of announcement of the combination and the date the interested stockholder acquired the
shares, whichever is higher, plus compounded interest and less dividends paid, or (iii) for holders of preferred stock, the highest
liquidation value of the preferred stock, plus accrued dividends, if not included in the liquidation value. With respect to (i)
and (ii) above, the interest is compounded at the rate for one-year United States Treasury obligations from time to time in effect.
Applicability of the Nevada business combination
law would discourage parties interested in taking control of our company if they cannot obtain the approval of our board of directors.
These provisions could prohibit or delay a merger or other takeover or change in control attempt and, accordingly, may discourage
attempts to acquire our company even though such a transaction may offer our stockholders the opportunity to sell their stock at
a price above the prevailing market price.
Control Share Acquisitions
The “control share” provisions
of Sections 78.378 to 78.3793, inclusive, of the NRS, apply to “issuing corporations,” which are Nevada corporations
with at least 200 stockholders of record, including at least 100 stockholders of record who are Nevada residents, and which conduct
business directly or indirectly in Nevada, unless the corporation has elected to not be subject to these provisions.
The control share statute prohibits an
acquirer of shares of an issuing corporation, under certain circumstances, from voting its shares of a corporation’s stock
after crossing certain ownership threshold percentages, unless the acquirer obtains approval of the target corporation’s
disinterested stockholders. The statute specifies three thresholds: (a) one-fifth or more but less than one-third, (b) one-third
but less than a majority, and (c) a majority or more, of the outstanding voting power. Generally, once a person acquires shares
in excess of any of the thresholds, those shares and any additional shares acquired within 90 days thereof become “control
shares” and such control shares are deprived of the right to vote until disinterested stockholders restore the right. These
provisions also provide that if control shares are accorded full voting rights and the acquiring person has acquired a majority
or more of all voting power, all other stockholders who do not vote in favor of authorizing voting rights to the control shares
are entitled to demand payment for the fair value of their shares in accordance with statutory procedures established for dissenters’
rights.
A corporation may elect to not be governed
by, or “opt out” of, the control share provisions by making an election in its articles of incorporation or bylaws,
provided that the opt-out election must be in place on the 10th day following the date an acquiring person has acquired a controlling
interest, that is, crossing any of the three thresholds described above. We have not opted out of the control share statutes.
The effect of the Nevada control share
statute is that the acquiring person, and those acting in association with the acquiring person, will obtain only such voting rights
in the control shares as are conferred by a resolution of the stockholders at an annual or special meeting. The Nevada control
share law, if applicable, could have the effect of discouraging takeovers of our company.
Listing
Our common stock is traded on OTC Pink
market under the symbol “CLWD.”
Transfer Agent
The transfer agent and registrar for our
common stock is Worldwide Stock Transfer, LLC. The transfer agent’s address 1 University Plaza Suite 505, Hackensack, NJ
07601 and its telephone number is +1-201-820-2008.
FORMS OF SECURITIES
Each security
may be represented either by a certificate issued in definitive form to a particular investor or by one or more global securities
representing the entire issuance of securities. Certificated securities in definitive form and global securities will be issued
in registered form. Definitive securities name you or your nominee as the owner of the security, and in order to transfer or exchange
these securities or to receive payments other than interest or other interim payments, you or your nominee must physically deliver
the securities to the trustee, registrar, paying agent or other agent, as applicable. Global securities name a depositary or its
nominee as the owner of the warrants or units represented by these global securities. The depositary maintains a computerized system
that will reflect each investor’s beneficial ownership of the securities through an account maintained by the investor with
its broker/dealer, bank, trust company or other representative, as we explain more fully below.
Registered
Global Securities
We may issue the
securities in the form of one or more fully registered global securities that will be deposited with a depositary or its nominee
identified in the applicable prospectus supplement and registered in the name of that depositary or nominee. In those cases, one
or more registered global securities will be issued in a denomination or aggregate denominations equal to the portion of the aggregate
principal or face amount of the securities to be represented by registered global securities. Unless and until it is exchanged
in whole for securities in definitive registered form, a registered global security may not be transferred except as a whole by
and among the depositary for the registered global security, the nominees of the depositary or any successors of the depositary
or those nominees.
The specific terms
of the depositary arrangement with respect to any securities to be represented by a registered global security will be described
in the prospectus supplement relating to those securities. We anticipate that the following provisions will apply to all depositary
arrangements.
Ownership
of beneficial interests in a registered global security will be limited to persons, called participants, that have accounts with
the depositary or persons that may hold interests through participants. Upon the issuance of a registered global security, the
depositary will credit, on its book-entry registration and transfer system, the participants’ accounts with the respective
principal or face amounts of the securities beneficially owned by the participants. Any dealers, underwriters or agents participating
in the distribution of the securities will designate the accounts to be credited. Ownership of beneficial interests in a registered
global security will be shown on, and the transfer of ownership interests will be effected only through, records maintained by
the depositary, with respect to interests of participants, and on the records of participants, with respect to interests of persons
holding through participants. The laws of some states may require that some purchasers of securities take physical delivery of
these securities in definitive form. These laws may impair your ability to own, transfer or pledge beneficial interests in registered
global securities.
So long as the
depositary, or its nominee, is the registered owner of a registered global security, that depositary or its nominee, as the case
may be, will be considered the sole owner or holder of the securities represented by the registered global security for all purposes
under the applicable indenture, warrant agreement or unit agreement.
Except as described
below, owners of beneficial interests in a registered global security will not be entitled to have the securities represented by
the registered global security registered in their names, will not receive or be entitled to receive physical delivery of the securities
in definitive form and will not be considered the owners or holders of the securities under the applicable indenture, warrant agreement
or unit agreement. Accordingly, each person owning a beneficial interest in a registered global security must rely on the procedures
of the depositary for that registered global security and, if that person is not a participant, on the procedures of the participant
through which the person owns its interest, to exercise any rights of a holder under the applicable indenture, warrant agreement
or unit agreement. We understand that under existing industry practices, if we request any action of holders or if an owner of
a beneficial interest in a registered global security desires to give or take any action that a holder is entitled to give or take
under the applicable indenture, warrant agreement or unit agreement, the depositary for the registered global security would authorize
the participants holding the relevant beneficial interests to give or take that action, and the participants would authorize beneficial
owners owning through them to give or take that action or would otherwise act upon the instructions of beneficial owners holding
through them.
Payments to holders
with respect to securities represented by a registered global security registered in the name of a depositary or its nominee will
be made to the depositary or its nominee, as the case may be, as the registered owner of the registered global security. None of
the Company, the trustees, the warrant agents, the unit agents or any other agent of the Company, agent of the trustees, the warrant
agents or unit agents will have any responsibility or liability for any aspect of the records relating to payments made on account
of beneficial ownership interests in the registered global security or for maintaining, supervising or reviewing any records relating
to those beneficial ownership interests.
We expect that
the depositary for any of the securities represented by a registered global security, upon receipt of any payment of principal,
premium, interest or other payment or distribution to holders of that registered global security, will immediately credit participants’
accounts in amounts proportionate to their respective beneficial interests in that registered global security as shown on the records
of the depositary. We also expect that payments by participants to owners of beneficial interests in a registered global security
held through participants will be governed by standing customer instructions and customary practices, as is now the case with the
securities held for the accounts of customers or registered in “street name,” and will be the responsibility of those
participants.
If the depositary
for any of these securities represented by a registered global security is at any time unwilling or unable to continue as depositary
or ceases to be a clearing agency registered under the Exchange Act and a successor depositary registered as a clearing agency
under the Exchange Act is not appointed by us within 90 days, we will issue securities in definitive form in exchange for the
registered global security that had been held by the depositary. Any securities issued in definitive form in exchange for a registered
global security will be registered in the name or names that the depositary gives to the relevant trustee, warrant agent, unit
agent or other relevant agent of ours or theirs. It is expected that the depositary’s instructions will be based upon directions
received by the depositary from participants with respect to ownership of beneficial interests in the registered global security
that had been held by the depositary.
LEGAL MATTERS
Unless otherwise indicated in the applicable
prospectus supplement, the validity of the securities offered by this prospectus and certain other legal matters as to Nevada law
will be passed upon for us by Sichenzia Ross Ference LLP, New York, New York. If legal matters in connection with offerings made
by this prospectus are passed on by counsel for the underwriters, dealers or agents, if any, that counsel will be named in the
applicable prospectus supplement.
EXPERTS
The financial statements incorporated by
reference into this prospectus have been so included in reliance on the reports of M&K CPAs, PLLC, an independent registered
public accounting firm, related to the consolidated financial statements as of December 31, 2019 and 2018 and for the years
then ended, given on the authority of said firm as experts in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports,
along with other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website
at http://www.sec.gov.
This prospectus is part of a registration
statement on Form S-3 that we filed with the SEC to register the securities offered hereby under the Securities Act of 1933, as
amended. This prospectus does not contain all of the information included in the registration statement, including certain exhibits
and schedules. You may obtain the registration statement and exhibits to the registration statement from the SEC from the SEC’s
internet site.
INCORPORATION OF DOCUMENTS BY REFERENCE
We are “incorporating by reference”
in this prospectus certain documents we file with the Commission, which means that we can disclose important information to you
by referring you to those documents. The information in the documents incorporated by reference is considered to be part of this
prospectus. Statements contained in documents that we file with the Commission and that are incorporated by reference in this prospectus
will automatically update and supersede information contained in this prospectus, including information in previously filed documents
or reports that have been incorporated by reference in this prospectus, to the extent the new information differs from or is inconsistent
with the old information. We have filed or may file the following documents with the Commission and they are incorporated herein
by reference as of their respective dates of filing.
|
●
|
Our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the Commission on April 16, 2020, as amended by Form 10K/A filed with the Commission on May 22, 2020;
|
|
●
|
Our Quarterly Reports on Form 10-Q for the quarterly period ended March 31, 2020, filed with the Commission on May 15, 2020, for the quarterly period ended June 30, 2020, filed with the Commission on August 14, 2020, and for the quarterly period ended September 30, 2020, filed with the Commission on November 13, 2020; and
|
|
●
|
Our Current Reports on Form 8-K and 8-K/A filed
with the Commission April 29,
2020, May 12, 2020,
May 20, 2020, June
16, 2020, June 18, 2020,
June 24, 2020, June
26, 2020, July 15, 2020,
July 20, 2020, July
28, 2020, October
28, 2020, January 11,
2021, and January 15,
2021., February 2, 2021, and February 9, 2021.
|
All documents that we filed with the Commission
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act subsequent to the date of this registration statement and
prior to the filing of a post-effective amendment to this registration statement that indicates that all securities offered under
this prospectus have been sold, or that deregisters all securities then remaining unsold, will be deemed to be incorporated in
this registration statement by reference and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated
or deemed to be incorporated by reference in this prospectus shall be deemed modified, superseded or replaced for purposes of this
prospectus to the extent that a statement contained in this prospectus, or in any subsequently filed document that also is deemed
to be incorporated by reference in this prospectus, modifies, supersedes or replaces such statement. Any statement so modified,
superseded or replaced shall not be deemed, except as so modified, superseded or replaced, to constitute a part of this prospectus.
None of the information that we disclose under Items 2.02 or 7.01 of any Current Report on Form 8-K or any corresponding information,
either furnished under Item 9.01 or included as an exhibit therein, that we may from time to time furnish to the Commission will
be incorporated by reference into, or otherwise included in, this prospectus, except as otherwise expressly set forth in the relevant
document. Subject to the foregoing, all information appearing in this prospectus is qualified in its entirety by the information
appearing in the documents incorporated by reference.
You may request, orally or in writing,
a copy of these documents, which will be provided to you at no cost (other than exhibits, unless such exhibits are specifically
incorporate by reference), by contacting our chief financial officer, c/o CloudCommerce, Inc., at 321 Sixth Street, San Antonio,
TX 78215. Our telephone number is +1-805-964-3313. Information about us is also available at our website at www.cloudcommerce.com.
However, the information in our website is not a part of this prospectus and is not incorporated by reference.
85,000,000 Shares of Common Stock
Pre-Funded Warrants to Purchase up to
57,857,143 Shares of Common Stock
Warrants to Purchase up to 142,857,143
Shares of Common Stock
Placement Agent Warrants to Purchase
up to 10,714,286 Shares of Common Stock
Up to 211,428,572 Shares of Common Stock
underlying Warrants, Pre-Funded Warrants and Placement Agent Warrants
PROSPECTUS SUPPLEMENT
H.C. Wainwright & Co.
February 19, 2021