Current Report Filing (8-k)
December 19 2019 - 5:11PM
Edgar (US Regulatory)
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): December 13, 2019
CYBER
APPS WORLD INC.
(Exact
Name of Registrant as Specified in Charter)
Nevada
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000-50693
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90-0314205
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(State
or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification Number)
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420
N. Nellis Blvd., Suite A3-146, Las Vegas, Nevada 89110
(Address
of Principal Executive Offices, Zip Code)
Registrant’s
telephone number, including area code: (702) 425-4289
(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:
☐ Written communication pursuant to Rule 425 under the Securities
Act (17 CFR 230.425).
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
Securities registered pursuant to
Section 12(b) of the Act: None
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
3.02 Unregistered Sales of Equity Securities
On
December 13, 2019, we completed a securities purchase agreement (“SPA”) with Power Up Lending Group Ltd. (“Power
Up”) whereby the Company issued a convertible promissory note in the principal amount of up to $925,000 (the “Note”)
to Power Up. The Company has received proceeds of $58,000 in cash from Power Up. Interest accrues on the outstanding principal
amount of the Note at the rate of 12% per year. The Note is due and payable on December 13, 2020 with respect to the $58,000 advanced.
The Note is convertible into common stock at any time 180 days after the issue date at 61% multiplied by the lowest trading price
during the twenty trading day prior to the conversion date. Power Up does not have the right to convert the Note to the extent
that it would beneficially own in excess of 4.99% of our outstanding common stock. The Company shall have the right, exercisable
on not less than three trading days’ prior written notice to Power Up, to prepay the outstanding balance on this Note for
(i) 120% of all unpaid principal and interest if paid within 60 days of the issue date; (ii) 125% of all unpaid principal and
interest if paid between 61 and 90 days of the issue date; (iii) 130% of all unpaid principal and interest if paid between 91
and 120 days of the issue date; and (iv) 135% of all unpaid principal and interest if paid between 121 and 150 days of the issue
date; and (v) 139% of all unpaid principal and interest if paid between 151 and 180 days of the issue date.
The
foregoing descriptions of the Note and warrant are qualified in their entirety by reference to the Securities Purchase Agreement
and Convertible Promissory, which are filed as exhibits to this current report and are incorporated herein by reference.
We
completed this offering pursuant to Rule 506 of Regulation D of the Securities Act.
Regulation
D and Rule 506 Compliance
No
advertising or general solicitation was employed in offering the securities. The offer and sales were made to an accredited investor
and we have restricted transfer of the securities in accordance with the requirements of the Securities Act of 1933, as amended.
Pursuant
to the limitations on resale contained in Regulation D, we exercised reasonable care to assure that purchasers were not underwriters
within the meaning of section 2(11) of the Act by inquiring of the purchaser the following: (1) that the purchaser was purchasing
the securities for the purchaser's own account for investment purposes and not with a view towards distribution, and (2) that
the purchaser had no arrangement or intention to sell the securities. Further, written disclosure was provided to each purchaser
prior to the sale that the securities have not been registered under the Act and, therefore, cannot be resold unless the securities
are registered under the Act or unless an exemption from registration is available.
Item
9.01 Financial Statements and Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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Cyber Apps World Inc.
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Date: December
19, 2019
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By:
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/s/
Liudmilla Voinarovska
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Liudmilla
Voinarovska,
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President
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