Current Report Filing (8-k)
February 12 2018 - 4:19PM
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): January 26, 2018
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 Boulevard, #390
Gaithersburg,
MD 20878
(Address
of principal executive offices) (zip code)
(301)
329-2700
(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
January 26, 2018, RealBiz Media Group, Inc. (the “Company”) issued Donald P. Monaco, as Trustee of the Donald P. Monaco
Insurance Trust (the “Holder”), a promissory note (the “Note”) in the principal amount of $530,000. The
Note accrues interest at a rate of 12% per annum and matures on January 26, 2019 (the “Maturity Date”). Any amount
of principal or interest accrued on the Note which is not paid when due shall bear interest at a rate of 18% per annum. In addition,
upon the Company’s failure to pay the Obligations (as defined in the Note) on the Maturity Date, the Holder may convert
the Note into shares of the Company’s common stock at a conversion price equal to the lowest closing price of the Company’s
common stock during the 15 trading days prior to the date the Holder gives notice of the default to the Company. In addition,
pursuant to the Note, the Holder shall have a lien on and a right to set off against all money, securities and other property
of the Company now owned or hereafter acquired. The Company shall have the right to prepay the Note, in whole or in part, at any
time without any premium or penalty.
The
foregoing description of the Note does not purport to be complete and is qualified in its entirety by reference to the full text
of the form of Note, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein
by reference.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Reference
is made to the disclosure set forth under Item 1.01 of this Current Report on Form 8-K, which disclosure is incorporated herein
by reference.
Item
3.02 Unregistered Sales of Equity Securities.
Reference
is made to the disclosure set forth under Item 1.01 of this Current Report on Form 8-K, which disclosure is incorporated herein
by reference. The Note has not been registered under the Securities Act of 1933, as amended (the “Securities Act”),
or the securities laws of any state, and was offered and issued in reliance on the exemption from registration under the Securities
Act of 1933, as amended, afforded by Section 4(a)(2).
Item
9.01 Financial Statements and Exhibits.
(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:
February 12, 2018
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/s/
Anshu Bhatnagar
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Anshu
Bhatnagar
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Chief
Executive Officer
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