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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): April 6, 2022

 

WATERSIDE CAPITAL CORPORATION

(Exact name of registrant as specified in its charter)

 

Nevada   811-08387   54-1694665
(State or other jurisdiction
of incorporation)		  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

410 Peachtree Pkwy, Suite 4245

Cumming, GA 30041

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (678) 341-5898

 

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 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)
   
☐ 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   Trading Symbol(s)   Name of each exchange on which registered
N/A   N/A   N/A

 

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 7.01. Regulation FD Disclosure.

 

As previously disclosed in the Current Report on Form 8-K filed on March 22, 2022 with the Securities and Exchange Commission by Waterside Capital Corporation (the “Company”), on March 16, 2022, the Company entered into three Stock Purchase Agreements (collectively, the “SPAs”), each of which had three associated Common Stock Purchase Warrants (collectively, the “Warrants”). Pursuant to the terms of the SPAs, the Company issued an aggregate of 22 shares of Series A convertible preferred stock and Warrants to purchase an aggregate of 6,600,000 shares of common stock, for a total purchase price of $1,100,000 (the “Securities Sale”).

 

On April 6, 2022, the Company issued a press release regarding the Securities Sale and providing certain business updates. The press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

 

The Company may release material information via the Company’s official Twitter handle (@metavesco), and via the Twitter handle of Ryan Schadel (@cryanschadel), the Company’s President and CEO.

 

The information included in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
No.		   Description
     
99.1   Press release issued by the registrant on April 6, 2022.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

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.

 

  Waterside Capital Corporation
     
Date: April 6, 2022 By: /s/ Ryan Schadel
    Ryan Schadel
    Chief Executive Officer