Current Report Filing (8-k)
August 09 2018 - 6:12AM
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):
August 7, 2018
TimefireVR Inc.
(Exact name of registrant as specified in its
charter)
Nevada
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814-00175
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86-0490034
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(State or other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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7150 E. Camelback Rd.
Suite 444
Scottsdale AZ
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85251
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (602) 617-8888
(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 (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-c
ommencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 2.03
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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Effective August 7, 2018, (the “Effective
Date”) TimefireVR Inc., a Nevada corporation (the “Company”) borrowed $76,000 from an institutional investor
(the “Investor”) and issued the Investor a 5% Original Issue Discount Promissory Note (the “Note”) in the
total principal amount of $80,000. The Note matures on the sixth month anniversary of the Effective Date and bears interest at
12% per annum. The Note automatically becomes due and payable upon the Company closing a financing through which the Company receives
proceeds of at least $125,000.
The foregoing description of the Note is
a summary only and is qualified in its entirety by the full text of the Note which is filed as an exhibit hereto and incorporated
herein by reference.
Item 3.02
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Unregistered Sales of Equity Securities.
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In disclosing the issuance of the Note
under this Item 3.02, the Company does not admit that the Note is a security as defined under the applicable federal and state
securities laws. The disclosure included under Item 2.03, above, is incorporated by reference herein. If the Note is deemed a security,
it has not been registered under the Securities Act of 1933 (the “Act”) and was issued and sold in reliance upon the
exemption from registration contained in Section 4(a)(2) of the Act and Rule 506(b) promulgated thereunder since the Company reasonable
believes the Investor is an accredited investor as defined by Rule 501.
Item 9.01
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Financial Statements and Exhibits.
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Exhibit No.
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Description
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10.1
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Form of Note
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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
thereunto duly authorized.
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TimefireVR
Inc.
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Date: August 8, 2018
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By:
/s/
Jonathan Read
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Name:
Jonathan Read
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Title: Chief Executive
Officer
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