Current Report Filing (8-k)
April 01 2022 - 06:08AM
Edgar (US Regulatory)
0001393548 false 0001393548 2022-03-29
2022-03-29 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
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):
March 29th, 2022
CLICKSTREAM CORPORATION
nevada |
000-52944 |
46-5582243 |
(State or
other jurisdiction of incorporation) |
(Commission
File Number) |
(IRS
Employer Identification No.) |
8549 Wilshire
Blvd.,
Suite 2181
Beverly
Hills,
CA 90211
(Address of
principal executive offices)
(213)
205-0684
(Registrant’s
telephone number, including area code)
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 (See General Instruction A.2.
below):
☐ |
Written communications
pursuant to Rule 425 under the Securities Act of 1933 (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(e) 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 1.01 Entry into a Material Definitive Agreement
Effective March 29, 2022, Clickstream Corporation (the “Company”)
and its subsidiary Rebel Blockchain Corp (“Rebel”) entered into a
Collaboration Agreement (the “Agreement”) with The Stan Lee Estate
(“SLE”) and Roc Nation LLC (“Roc Nation”) pursuant to which the
parties will collaborate in the mining, marketing and distributing
of non-fungible tokens (“NFTs) of among other things data, art,
assets, expressions and any other information, expressions and
renderings of or related to SLE that SLE owns, controls or
otherwise has the right to use and distribute on a non-exclusive
and exclusive basis including 147 original art drawings by Stan Lee
and autographed by Stan Lee as one NFT, Stan Lee original drawings
of Spiderman Circa 1940’s, Stan Lee/Charles Schultz collaboration
painting of Snoopy and Spiderman, Silver Surfer artwork original
and Spiderman woven tapestry original.
For its compensation under the Agreement, the Company will receive
10% of net revenues from original issue NFT’s and 20% of all resale
net revenues. In turn, the Company will issue to SLE (a) 15,000,000
restricted shares of the Company’s common stock upon execution of
the Agreement and (b) 10,000,000 restricted shares of the Company’s
Common Stock after in each case NFT gross sales reach $1.000,000,
$10,000,000 and $20,000,000. Additionally, SLE is to receive a
series of 5% equity interests in Rebel after in each case NFT gross
sales reach $1,000,000, $5,000,000, $75,000,000 and $100,000,000.
Also, Roc Nation is to receive 15,000,000 restricted shares of the
Company’s Common Stock upon execution of this Agreement and
5,000,000 restricted shares when NFT gross sales reach
$10,000,000.
The foregoing summary of the Agreement does not purport to be
complete and is qualified in its entirety by the terms and
conditions set forth in the form thereof attached hereto as Exhibit
10.1 which is incorporated by reference herein, in its
entirety.
Item 3.02 Unregistered Sales of Equity Securities
Reference is made to the discussion in Item 1.01, which is hereby
incorporated by reference. All such securities are restricted
shares to be issued pursuant to an exemption from the registration
requirements of the Securities Act of 1933 under Section
4(a)(2).
Item 9.01 Financial Statements and Exhibits.
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.
Date: March 31st,
2022 |
CLICKSTREAM CORPORATION |
|
|
|
By: |
/s/ Frank Magliochetti |
|
|
Frank Magliochetti Chief Executive
Officer |
ClickStream (CE) (USOTC:CLIS)
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