Current Report Filing (8-k)
January 10 2022 - 2:09PM
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): January 4, 2022
CYBER
APPS WORLD INC.
(Exact
Name of Registrant as Specified in Charter)
Nevada
|
000-50693
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90-0314205
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(State
or Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification Number)
|
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
N/A
(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: None
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
January 3, 2022, we completed a securities purchase agreement with Sixth Street Lending LLC (“Sixth Street”) whereby the
Company issued a convertible promissory note in the principal amount of $50,000 (the “Note”) to Sixth Street. The Company
has received net proceeds of $46,250 in cash from Sixth Street. Interest accrues on the outstanding principal amount of the Note at the
rate of 10% per year. The Note is due and payable on December 30, 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. Sixth
Street 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 Sixth Street, 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 description is qualified in its entirety by reference to the convertible note, which is filed as an exhibit to this current
report and is 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 purchaser was not an underwriter
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 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.
|
|
|
|
Date: January
10, 2022
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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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