Current Report Filing (8-k)
June 23 2020 - 5:19PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 8, 2020
Blox,
Inc.
(Exact
Name of Registrant as Specified in Charter)
Nevada
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000-53565
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20-8530914
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(State
or Other Jurisdiction
of Incorporation)
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(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
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5th floor,
1177 Avenue of Americas, New York
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NY 10036
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(Address of Principal Executive Offices)
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(Zip Code)
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(604)-314-9293
Registrant’s telephone number, including
area code
(Former
Name or Former Address
if
Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Shares
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BLXX
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OTC
US
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 1.01
Entry
into a Material Definitive Agreement
Securities
Purchase Agreement with Power Up Lending Group Ltd.
Effective
June 8, 2020, the Company entered into a securities purchase agreement with Power Up Lending Group Ltd. (“Power Up”).
Pursuant to the terms of the agreement, in consideration of $68,000, the Company issued to Power Up a convertible promissory
note in the aggregate principal amount of $74,800.
The
note is due and payable 12 months following the issue date and bears interest at the rate of 8% per annum before maturity and
22% per annum after maturity. The holder may, at its option, beginning December 5, 2020 and until payment of all outstanding
principal and interest, convert all or any portion of the note into shares of the Company’s common stock at the price that
is a 25% discount to the lowest trading prices during the 20 consecutive trading days prior to the conversion date. The
note is not subject to pre-emptive rights or similar rights of the Company’s shareholders, and no portion of the note may
be converted that would result in Power Up holding in excess of 4.99% of the Company’s issued and outstanding securities.
Until the Company has satisfied its obligations under the note, it may not, without the consent of Power Up, dispose of
assets except in the ordinary course of business.
The
Company is entitled to prepay the convertible note at the rate of 110% during the 60 days following the issue date. The prepayment
rate will increase by 5% each subsequent thirty day period and the prepayment right will expire after 180 days following the issue
date.
ITEM 3.02
Unregistered
Sales Of Equity Securities.
The
issuance of a convertible promissory note to Power Up was made to one accredited investors(as that term is defined in Regulation
D of the Securities Act of 1933) relying on Rule 506 of Regulation D and/or Section 4(2) of the Securities Act of 1933.
ITEM
9.01
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Financial
Statements and Exhibits
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated:
June 23 2020
Blox,
Inc.
/s/
Ronald Renee
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Chairman
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3
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