Washington, D.C. 20549








Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): October 22, 2020 



(Exact name of registrant as specified in its charter)


Nevada   000-13215   30-0050402

(State or other jurisdiction of
incorporation or organization)

  (Commission File Number)   IRS Employer
Identification No.)


321 Sixth Street

San Antonio, TX

(Address of Principal Executive Offices)   (Zip Code)


(805) 964-3313

(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:


Written communications pursuant to Rule 425 under the Securities Act


Soliciting material pursuant to Rule 14a-12 under the Exchange Act


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:


Tile of each class   Trading Symbol(s)   Name of each exchange on which
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.


On October 22, 2020, CloudCommerce, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) pursuant to which the Company sold a self-amortization promissory note (the “Promissory Note”) in the aggregate principal amount of $600,000, to an accredited investor (the “Investor”) for gross proceeds of $570,000. The Promissory Note was funded on October 22, 2020. The Company intends to use proceeds from the sale of the Promissory Note to repay an outstanding term loan in the amount of approximately $428,041.


The Promissory Note bears interest at a rate of 12% per annum and is convertible into shares of common stock of the Company, only upon an event of default, at a conversion price which shall equal the closing bid price of the day prior to the conversion. Notwithstanding the foregoing, the Investor shall be restricted from effecting a conversion, if such conversion, along with the other shares of the Company’s common stock beneficially owned by the Investor and its affiliates, exceeds 4.99% of the outstanding shares of the Company’s common stock.


The principal and interest under the Promissory Note are due and payable monthly, beginning 90 days after the date of issuance.


The Purchase Agreements also enumerate events of default, which include, but are not limited to, failure to pay principal and interest, breach of covenant, bankruptcy and delisting of common stock.


In connection with the sale of the Promissory Note, the Company relied upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering.


The foregoing description of the Promissory Note and Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Purchase Agreement and Promissory Notes which are filed as exhibits to this report.


Item 2.03 Creation of a Direct Financial Obligation. 


The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.


Item 3.02 Unregistered Sales of Equity Securities.


The information set forth in Item 1.01 is incorporated by reference into this Item 3.02.  


Item 9.01 Financial Statements and Exhibits


(d) Exhibits






10.1   Purchase Agreement.
10.2   Promissory Note







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.


Date: October 28, 2020 By: /s/ Andrew Van Noy
    Name: Andrew Van Noy

Title:   Chief Executive Officer