Current Report Filing (8-k)
November 21 2018 - 4:22PM
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):
November 15, 2018
TimefireVR Inc.
(Exact name of registrant as specified in its
charter)
Nevada
|
|
814-00175
|
|
86-0490034
|
(State or other Jurisdiction of Incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer Identification No.)
|
7150 E. Camelback Rd.
Suite 444
Scottsdale AZ
|
|
85251
|
(Address of principal executive offices)
|
|
(Zip Code)
|
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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement 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 1.02
|
Termination of a
Material Definitive Agreement.
|
On November 15, 2018, TimefireVR
Inc. (the “Company”) provided notice to David Drake and ICO Media Group Inc. (the “Advisors”) that the
Company’s intends to terminate the Advisor Agreement by and among the Company and the Advisors. The termination will be effective
December 15, 2018.
Under the terms of the
Advisor Agreement, David Drake was appointed to the Company’s advisory board and the Advisors agreed to assist the Company
in the implementation and execution of its cryptocurrency business model, including initiation of its mining business and recommending
to the Company potential acquisitions and joint ventures in this sector. Pursuant to the Advisor Agreement, the Company agreed
to issue the Advisors 6,666,666 shares of the Company’s common stock, vesting over a one-year period. The Company also issued
the Advisors 6,666,666 three-year warrants exercisable at $0.05 per share, vesting quarterly over a one-year period. As a result
of terminating the Advisor Agreement without cause, all shares of common stock owed to the Advisors vested immediately upon the
giving of notice of termination.
The foregoing description
of the Advisor Agreement is a summary only and is qualified in its entirety by the full text of the Advisor Agreement which is
attached as Exhibit 10.1 hereto and 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.
|
Effective November 21,
2018, (the “Effective Date”) the Company borrowed $75,000 from an institutional investor (the “Investor”)
and issued the Investor a Promissory Note (the “Note”) in the total principal amount of $75,000. The Note matures
on the 90th day anniversary of the Effective Date and bears interest at 5% 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 or the Company’s purchase
of more than $100,000 worth of cryptocurrency assets not in the ordinary course of business.
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 Exhibit 10.2 hereto
and incorporated herein by reference.
Item 3.02
|
Unregistered Sales of Equity Securities.
|
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
|
Financial Statements and Exhibits.
|
Exhibit No.
|
Description
|
10.1
|
Advisor Agreement (incorporated by reference from the Quarterly Report on Form 10-Q, filed as Exhibit 10.10 with the Securities and Exchange Commission on August 14, 2018).
|
10.2
|
Form of Note
|
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.
|
TimefireVR
Inc.
|
|
|
Date: November 21, 2018
|
By:
/s/
Jonathan Read
|
|
Name:
Jonathan Read
|
|
Title: Chief Executive
Officer
|