Current Report Filing (8-k)
November 01 2017 - 4:07PM
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): October 20, 2017
REALBIZ
MEDIA GROUP, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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001-34106
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11-3820796
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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9841
Washingtonian Blvd, Ste. #390
Gaithersburg,
MD 20878
(Address
of principal executive offices) (zip code)
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(301) 329-2702
(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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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 [X]
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
October 20, 2017, RealBiz Media Group, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase
Agreement”) with Power Up Lending Group LTD. for the sale a $68,000 convertible note (the “Note”).
The
closing of the transaction took place on October 23, 2017.
The
note is due and payable on July 30, 2018. The note will accrue interest at the rate of 8% per annum, unless an Event of Default
(as defined in the note) occurs, the note will accrue interest at the rate of 22% per annum.
The
note shall be convertible into a number of shares of Company common stock (“Common Stock”) and is convertible beginning
on the 180
th
day following the date of issuance of the note. The conversion price (the “Conversion Price”)
of the note shall be 61% of the Market Price, defined as the average of the lowest two (2) trading prices for the Common Stock
during the fifteen (15) trading day period ending on the latest complete trading day prior to the date of conversion. The Conversion
Price is subject to adjustments as set forth in the note.
The
Company has the right to prepay the note within the 180 day period following the date of issuance of the note at certain prepayment
premiums ranging from 115% to 140% of the then outstanding principal and interest on the note.
In
connection with the sale of the note, the Company relied upon the exemption from registration provided by Section 4(a)(2) under
the Securities Act of 1933, as amended, for transactions not involving a public offering.
The
foregoing summary of the terms of the Purchase Agreement and the note are subject to, and qualified in their entirety by, such
documents attached hereto as Exhibit 10.1 and 10.2, respectively, which are incorporated herein by reference.
Items
2.03 and 3.02 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant,
and Unregistered Sales of Equity Securities.
The
information provided in response to Item 1.01 of this report is incorporated by reference into Items 2.03 and 3.02.
Item
9.01 Financial Statements and Exhibits. Ambitious
(d)
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.
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RealBiz
Media Group, Inc.
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Dated:
November 1, 2017
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/s/
Anshu Bhatnagar
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Anshu
Bhatnagar
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Chief
Executive Officer
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