Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
August 24 2021 - 4:41PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August, 2021
Commission File Number: 000-19884
LIQUID MEDIA GROUP LTD.
(Exact Name of Registrant as Specified in Its Charter)
67 East 5th Avenue
Vancouver, BC, V5T 1G7, Canada
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover
of Form 20-F or Form 40-F.
Form 20-F x Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7): ¨
On August 24, 2021, Liquid Media Group Ltd., a company organized under
the Business Corporations Act (British Columbia) (the “Company”), entered into a Sales Agreement (the “ATM
Agreement”) with Virtu Americas LLC as agent (the “Sales Agent”), pursuant to which the Company may elect
to sell, from time to time through the Sales Agent, ordinary shares, no par value per share of the Company, having an aggregate offering
price of up to $6,051,342 (collectively, the “Offered Shares”).
Any sale of the Offered Shares will be made pursuant to the Company’s
effective shelf registration statement on Form F-3, including the prospectus contained therein (File No. 333-237982) filed by the Company
with the Securities and Exchange Commission (the “SEC”) on May 14, 2020 and declared effective by the SEC on May 15,
2020, as supplemented by a prospectus supplement (the “Prospectus Supplement”) dated August 24, 2021 and filed with
the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”).
If the Company elects from time to time to sell ordinary shares under the
Prospectus Supplement, such sales may be made in transactions that are deemed to be “at-the-market” offerings as defined in
Rule 415 under the Securities Act. The Sales Agent has agreed to use commercially reasonable efforts consistent with its normal trading
and sales practices to sell the Offered Shares pursuant to the ATM Agreement from time to time, based upon instructions from the Company,
including any price or size limits or other customary parameters or conditions the Company may impose.
The Company is not obligated to sell any Offered Shares under the ATM Agreement.
The ATM Agreement will terminate upon the earliest of (a) the sale of all of the Offered Shares and (b) the termination of the ATM Agreement
by the Sales Agent or the Company, as permitted therein.
The Company has agreed to pay the Sales Agent a commission rate of up to
3.0% of the gross sales price from each sale of Offered Shares pursuant to the ATM Agreement and has agreed to customary indemnification
and contribution rights in favor of the Sales Agent.
Additionally, the Company has agreed to reimburse the Sales Agent for certain
specified expenses in connection with entering into the ATM Agreement. The ATM Agreement contains customary representations and warranties
and conditions to the sale of the Offered Shares thereunder.
The foregoing description of the ATM Agreement is not complete and is qualified
in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 10.1 to this Report on Form
6-K and is incorporated herein by reference.
This Report on Form 6-K shall not constitute an offer to sell or the solicitation
of an offer to buy the Offered Shares or any other securities, nor shall there be any offer, solicitation, or sale of securities in any
state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of
any such state.
Attached hereto are the following exhibits:
This Report on Form 6-K, including all exhibits
hereto, is hereby incorporated by reference into all effective registration statements filed with the SEC by the Company under the Securities
Act, including, without limitation, the Company’s registration statement on Form F-3 (File No. 333-237982).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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LIQUID MEDIA GROUP LTD.
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By:
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/s/ Ronald Thomson
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Name:
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Ronald Thomson
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Title:
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Chief Executive Officer
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Date: August 24, 2021
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