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): February 12,
2021
DATA443
RISK MITIGATION, INC.
(Exact
Name of Registrant as Specified in Charter)
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Nevada |
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000-30542 |
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86-0914051 |
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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101
J Morris Commons Lane, Suite 105
Morrisville,
North Carolina 27560
(Address
of Principal Executive Offices)
Registrant’s
telephone number, including area code: 919-858-6542
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:
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Written
communications pursuant to Rule 425 under the Securities
Act |
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[ ] |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
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[ ] |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act |
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[ ] |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act |
Securities
registered pursuant to Section 12(b) of the Act:
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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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none |
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N/A |
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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 [X]
If an
emerging growth company, indicate by checkmark 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. |
A.
Blue Citi Notes.
On
February 12, 2021, Data443 Risk Mitigation, Inc. (the
“Company”) entered into the Blue Citi Notes Settlement
Agreement, with an effective date of February 8, 2021 (the “Blue
Citi Agreement”), with Blue Citi LLC (“Blue Citi”).
Pursuant to the Blue Citi Agreement, the Company and Blue Citi
agreed, among other things, to (i) a fixed conversion price for
each of the convertible variable price notes issued by the Company
in favor of Blue Citi (collectively, the “Blue Citi Notes”);
and, (ii) settle all disputes regarding the Blue Citi Notes and
mutually release each other from all claims and liabilities arising
under the Blue Citi Notes (other than the payment and conversion
obligations under the Blue Citi Notes.
As
additional consideration, the Company and Blue Citi further agreed
as follows with regard to each of the Blue Citi Notes:
(i)
All accrued and unpaid interest under the Blue Citi Notes shall be
nullified in full and be deemed to be zero, and no further interest
of any amount shall accrue on any of the Blue Citi
Notes.
(ii)
At no time shall the total ownership of shares of the Company’s
common stock (the “Common Stock”) by Blue Citi exceed 9.99%
of the total number of issued and outstanding shares of Common
Stock.
(iii)
The Company shall have no right to prepayment, or any other right
to repay in cash, any of the Blue Citi Notes. Similarly, Blue Citi
shall have no right to demand cash payment under any of the Blue
Citi Notes.
(iv)
Blue Citi shall be limited in its sales of Common Stock to a
maximum of fifty million (50,000,000) shares of Common Stock each
calendar week. However, in the event that the total volume
of traded shares for the Common Stock exceeds three hundred million
(300,000,000) in any calendar week, then the trading limitation for
the following calendar week shall be increased to seventy five
million (75,000,000) shares of Common Stock.
With
regard to each of the respective Blue Citi Notes, the Company and
Blue Citi further agreed as follows:
(i)
Convertible note in the original principal amount of Two Hundred
Thousand Dollars ($200,000) issued on 08 January 2020 shall have a
fixed conversion price of $0.01, resulting in the issuance of
20,000,000 shares upon conversion.
(ii)
Convertible note in the original principal amount of Twenty Five
Thousand Dollars ($25,000) issued on 01 July 2020 shall be
nullified in full and be deemed to be zero, and be of no further
force and effect.
(iii)
Convertible note in the original principal amount of One Hundred
Fifty Thousand Dollars ($150,000) issued on 01 July 2020 shall have
a fixed conversion price of $0.01, resulting in the issuance of
15,000,000 shares upon conversion.
(iv)
Convertible note in the original principal amount of Two Hundred
Thousand Dollars ($200,000) issued on 03 August 2020 shall have a
fixed conversion price of $0.005, resulting in the issuance of
40,000,000 shares upon conversion.
(v)
Convertible note in the original principal amount of Three Hundred
Thousand Dollars ($300,000) issued on 24 August 2020 shall have a
fixed conversion price of $0.005, resulting in the issuance of
60,000,000 shares upon conversion.
(vi)
Convertible note in the original principal amount of Three Hundred
Twenty Five Thousand Dollars ($325,000) issued on 30 September 2020
shall have a fixed conversion price of $0.015, resulting in the
issuance of 21,666,667 shares upon conversion.
(vii)
Convertible note in the original principal amount of Four Hundred
Thousand Dollars ($400,000) issued on 17 November 2020 shall have a
fixed conversion price of $0.0035, resulting in the issuance of
34,285,714 shares upon conversion.
The
foregoing description of the Blue Citi Agreement does not purport
to be complete and is qualified in its entirety by the actual
language contained in the Blue Citi Agreement.
B.
Geneva Roth Note.
On
February 16, 2021, the Company and Geneva Roth Remark Holdings,
Inc. (“Geneva Roth”) finalized and closed the Securities
Exchange Agreement, with an effective date of February 12, 2021
(the “Exchange Agreement”). Geneva Roth is the holder of
that certain Convertible Promissory Note in the original principal
amount of Sixty Three Thousand Dollars ($63,000) dated September
10, 2020, with a maturity date of September 10, 2021 (the
“Geneva Roth Note”). Pursuant to the Exchange Agreement, and
solely in exchange for the Geneva Roth Note, Geneva Roth exchanged
the Geneva Roth Note for six thousand five hundred sixty (6,560)
shares of our Series B Preferred Stock (the “Issued
Shares”). The Original Note shall thereafter be cancelled and
be of no further force and effect.
The
foregoing description of the Exchange Agreement does not purport to
be complete and is qualified in its entirety by the actual language
contained in the Exchange Agreement.
| ITEM
2.03 |
CREATION OF A DIRECT FINANCIAL
OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT
OF A REGISTRANT. |
The
information contained in Item 1.01 of this Current Report on Form
8-K with respect to the Blue Citi Agreement; Blue Citi Notes;
Exchange Agreement; and, Issued Shares, inclusive, is hereby
incorporated by reference in this Item 2.03.
| ITEM
3.02 |
UNREGISTERED SALES OF EQUITY
SECURITIES. |
The
information set forth in Item 1.01 of this Current Report on Form
8-K with regard to the Issued Shares is hereby incorporated by
reference in this Item 3.02. The Issued Shares were offered and
sold without registration under the Securities Act of 1933 (the
“Securities Act”) in reliance on the exemptions provided by
Section 4(a)(2) of the Securities Act and/or Regulation D
promulgated thereunder; Section 3(a)(9) of the Securities Act; and,
in reliance on similar exemptions under applicable state
laws.
| ITEM
3.03 |
MATERIAL MODIFICATION TO RIGHTS
OF SECURITY HOLDERS. |
The
information contained in Item 1.01 of this Current Report on Form
8-K with respect to the Blue Citi Agreement; Blue Citi Notes;
Exchange Agreement; Geneva Roth Note; and, Issued Shares,
inclusive, is hereby incorporated by reference in this Item
3.03.
| ITEM
7.01 |
REGULATION FD
DISCLOSURE. |
On
February 18, 2021, the Company issued a press release announcing
the transactions effected under the Blue Citi Agreement and the
Exchange Agreement, respectively.
| ITEM
9.01 |
FINANCIAL STATEMENTS AND
EXHIBITS. |
(d)
Exhibits.
The
following Exhibits are furnished with this Report:
SIGNATURE
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:
18 February 2021 |
DATA443
RISK MITIGATION, INC. |
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BY: |
/S/
JASON REMILLARD |
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Jason
Remillard, |
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Chief
Executive Officer |
