Current Report Filing (8-k)
April 01 2021 - 2:29PM
Edgar (US Regulatory)
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): March 29, 2021
CYBER
APPS WORLD INC.
(Exact
Name of Registrant as Specified in Charter)
Nevada
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000-50693
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90-0314205
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(State
or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification Number)
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9436
W. Lake Mead Blvd., Ste. 5-53
Las
Vegas NV 89134-8340
(Address
of Principal Executive Offices, Zip Code)
Registrant’s
telephone number, including area code: (702) 805-0632
(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
communication 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).
☐ 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:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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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 ☐
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
3.02 Unregistered Sales of Equity Securities
On
March 29, 2021, we completed a securities purchase agreement dated March 25, 2021 (“SPA”) with Geneva Roth Remark
Holdings, Inc. (“Geneva Roth”) whereby the Company issued a convertible promissory note in the principal amount of
$38,000 (the “Note”) to Geneva Roth. The Company has received net proceeds of $35,000 in cash from Geneva Roth. Interest
accrues on the outstanding principal amount of the Note at the rate of 10% per year. The Note is due and payable on March 25,
2022. The Note is convertible into common stock at any time 180 days after the issue date at 61% multiplied by the lowest trading
price during the twenty trading days prior to the conversion date. Geneva Roth does not have the right to convert the Note to
the extent that it would beneficially own in excess of 4.99% of our outstanding common stock. The Company shall have the right,
exercisable on not more than three trading days’ notice to Geneva Roth, to prepay the outstanding balance on this Note for
130% of all unpaid principal and interest if paid within 180 days of the issue date.
The
foregoing descriptions are qualified in their entirety by reference to the convertible notes, which are filed as exhibits to this
current report and are incorporated herein by reference.
We
completed this offering pursuant to Rule 506 of Regulation D of the Securities Act.
Regulation
D and Rule 506 Compliance
No
advertising or general solicitation was employed in offering the securities. The offer and sales were made to an accredited investor
and we have restricted transfer of the securities in accordance with the requirements of the Securities Act of 1933, as amended.
Pursuant
to the limitations on resale contained in Regulation D, we exercised reasonable care to assure that purchasers were not underwriters
within the meaning of section 2(11) of the Act by inquiring of the purchaser the following: (1) that the purchaser was purchasing
the securities for the purchaser's own account for investment purposes and not with a view towards distribution, and (2) that
the purchaser had no arrangement or intention to sell the securities. Further, written disclosure was provided to each purchaser
prior to the sale that the securities have not been registered under the Act and, therefore, cannot be resold unless the securities
are registered under the Act or unless an exemption from registration is available.
Item 8.01 Other Events
Pursuant
to a convertible promissory note dated September 14, 2020 that we executed in favor of EMA Financial, LLC (“EMA”)
in connection with a $60,000 loan it advanced to us (the “Note”), we had the option to repay the loan amount, as well
as accrued interest at a rate of 12% and a prepayment premium of up to 30%. Prior to the prepayment deadline under the Note, EMA
asserted that it was entitled to increase the prepayment premium to 45% based on a “most favored nations” clause contained
in the Securities Purchase Agreement relating to the Note. We dispute EMA’s ability to increase the prepayment premium and
intend to commence legal proceedings for a declaration that EMA is not entitled to increase the prepayment premium.
On
March 31, 2021, pursuant to two convertible promissory notes that we executed in favor of Geneva Roth Remark Holdings, Inc. dated
March 4 and March 25, 2021 respectively, our transfer agent has increased the aggregate number of shares reserved for issuance
on the conversion of these notes to 10,646,153. This change in shares reserved represents an increase of 4,197,630 shares and
is a result of the recent decrease in our share price.
Item 9.01 Financial Statements and Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities and 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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Cyber
Apps World Inc.
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Date: April
1, 2021
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By:
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/s/
Mohammed Irfan Rafimiya Kazi
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Mohammed
Irfan Rafimiya Kazi, President
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