Current Report Filing (8-k)
September 29 2020 - 1:14PM
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): September 24, 2020
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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9436
W. Lake Mead Blvd., Ste. 5-53
Las
Vegas NV 89134-8340
(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:
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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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
September 24, 2020, we completed a securities purchase agreement (“SPA”) with EMA Financial, LLC. (“EMA”)
whereby the Company issued a convertible promissory note in the principal amount of up to $60,000 (the “Note”) to
EMA. The Company has received proceeds of $52,500 in cash from EMA. Interest accrues on the outstanding principal amount of the
Note at the rate of 12% per year. The Note is due and payable on September 14, 2021. The Note is convertible into common stock
at any time 180 days after the issue date at 60% multiplied by the lowest trading price or closing bid price during the twenty
trading day prior to the conversion date. EMA 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 five trading
days’ prior written notice to EMA, to prepay the outstanding balance on this Note for (i) 115% of all unpaid principal and
interest if paid within 30 days of the issue date; (ii) 120% of all unpaid principal and interest if paid between 31 and 90 days
of the issue date; (iii) 125% of all unpaid principal and interest if paid between 91 and 150 days of the issue date; and (iv)
130% 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:
September 29, 2020
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By:
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/s/
Mohamed Irfan Rafimiya Kazi
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Mohamed Irfan Rafimiya Kazi,
President
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