Current Report Filing (8-k)
April 27 2022 - 6:42AM
Edgar (US Regulatory)
0001376804
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0001376804
2022-04-19
2022-04-19
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iso4217:USD
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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): April 19, 2022
Vnue,
Inc.
(Exact
name of registrant as specified in its charter)
Nevada |
|
000-53462 |
|
98-0543851 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
104
West 29th Street, 11th Floor, New York, NY |
|
10001 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (833) 937-5493
(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 communications pursuant
to Rule 425 under the Securities Act (17CFR 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 1.01
Entry into a Material Definitive Agreement.
On
April 19, 2022, the Company entered a Securities Purchase Agreement (the “Securities Purchase Agreement”) with GHS Investments,
LLC (“GHS”), whereby GHS agreed to purchase, Two Hundred and Fifty Thousand Dollars ($250,000) of the Company’s Series
B Convertible Preferred Stock in exchange for Two Hundred and Fifty (250) shares of Series B Convertible Preferred Stock.
The
Company issued to GHS commitment shares of Ten (10) shares of Series B Convertible Preferred Stock and a warrant (the “Warrant”)
to purchase the number of shares of common stock issuable upon conversion of the Series B Convertible Preferred Stock (the “Warrant
Shares”). The Company has agreed to register the shares of common stock issuable pursuant to the conversion of the Series B Convertible
Preferred Stock and the Warrant Shares.
The
foregoing description of the Warrant and Securities Purchase Agreement does not purport to be complete and is qualified in its entirety
by reference to the full text of the form of the documents, which are attached as Exhibits 4.1 and 10.1 to this Current Report on Form 8-K,respectively,
and are hereby incorporated herein by reference.
Item 3.02
Unregistered Sales of Equity Securities.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
The
securities were not registered under the Securities Act, but qualified for exemption under Section 4(a)(2) and/or Regulation D of
the Securities Act. The securities were exempt from registration under Section 4(a)(2) of the Securities Act because the issuance
of such securities by the Company did not involve a “public offering,” as defined in Section 4(a)(2) of the Securities
Act, due to the insubstantial number of persons involved in the transaction, size of the offering, manner of the offering and number
of securities offered. The Company did not undertake an offering in which it sold a high number of securities to a high number of investors.
In addition, the Investors had the necessary investment intent as required by Section 4(a)(2) of the Securities Act since the Investors
agreed to, and received, the securities bearing a legend stating that such securities are restricted pursuant to Rule 144 of the
Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not
be part of a “public offering.” Based on an analysis of the above factors, the Company has met the requirements to qualify
for exemption under Section 4(a)(2) of the Securities Act.
Item 3.03
Material Modification to Rights of Security Holders.
The
information set forth in Item 1.01 and Item 3.02 of this Current Report on Form 8-K is incorporated by reference into
this Item 3.03.
On
April 19, 2022, the Company filed an Amended and Restated Certificate of Designation with the Nevada Secretary of State, which increased
the established One Thousand and Six Hundred (1,600) shares of the Company’s Series B Convertible Preferred Stock to Two Thousand
Five Hundred (2,500) shares. No other changes were made to the Certificate of Designation.
The
foregoing description of the Amended and Restated Certificate of Designation does not purport to be complete and is qualified in its
entirety by reference to the full text of the form of the document, which is attached as Exhibit 3.1 to this Current Report on Form 8-K,
and is hereby incorporated herein by reference.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The
information set forth in Item 1.01, Item 3.02, and Item 3.03 of this Current Report on Form 8-K is incorporated by
reference into this Item 5.03.
Item 9.01
Financial Statements and Exhibits
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.
Vnue, Inc. |
|
|
|
/s/ Zach Bair |
|
Zach Bair |
|
Chief Executive Officer |
|
Date: April 27, 2022 |
|
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