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 18, 2021
(March 12, 2021)
FORCE
PROTECTION VIDEO EQUIPMENT CORP.
(Exact
name of registrant as specified in its charter)
|
Florida |
|
000-55519 |
|
45-1443512 |
(State
or other jurisdiction of
incorporation or organization) |
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
2629
Townsgate Road, Suite 215
Westlake
Village, CA 91361
(Address
of principal executive offices)
(714)
312-6844
(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 (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)) |
|
Title
of Class |
|
Trading
Symbol |
|
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 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 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.
On
March 12, 2021, Force Protection Video Equipment Corp., Inc. (“the
Company”) entered into a Securities Purchase Agreements (“SPA”) and
Registration Rights Agreements (“RRA”) with accredited investors
pursuant to which investors purchased 47,248.27 shares of Series B
preferred Stock (“Series B Stock”) for an aggregate of $4,724,827
or $100 per share (the “Offering”). The Offering closed on March
12, 2021. The Company had previously closed on 10,500 shares of
Series B Preferred stock or $1,050,000 in October of 2020. As a
result, on March 12, 2021, there were 57,748.27 shares of Series B
Stock outstanding.
Pursuant
to the terms of the Company’s Certificate of Designation of
Preferences, Rights and Limitations of Series B Preferred Stock
(“COD”), (i) each share of Series B Stock has a stated value of
$100, (ii) the Series B Stock accrues a 5% dividend beginning one
year after the original issue date and thereafter on a quarterly
basis, (iii) the Series B Stock has no voting rights, except as
required by law, and (iv) the Series B Stock has no liquidation
preference over the Company’s common stock (“Common Stock”).
Additionally, the Series B Stock converts into Common Stock (i) at
the election of the holder at any time at a price equal to
$15,000,000 divided by the fully diluted outstanding securities of
the Company at the time of conversion (“Standard Conversion Price”)
or (ii) automatically upon the completion of an offering of
$5,000,000 or more (“Qualified Offering”) at the lower of (a) the
Standard Conversion Price or (b) eighty percent (80%) of the lowest
per share purchase price of Common Stock in such Qualified Offering
(“Qualified Offering Conversion Price”). The Offering meets the
definition of a Qualified Offering as described in the COD and
accordingly, all of the outstanding shares of Series B Stock will
convert into Common Stock at eighty percent (80%) of the Standard
Conversion Price. The Company will file amended articles of
incorporation decreasing the par value of its Common Stock in order
to effect the conversion of all such Series B Stock into Common
Stock.
In
accordance with the foregoing, upon full conversion of the Series B
Stock, and not taking into account nay beneficial ownership
limitations, the Company will issue an additional 82,343,910,014
shares of Common Stock.
Pursuant
to the RRA, the Company agreed to file a registration statement
with the Commission in order to register the shares of common stock
underlying the Series B Stock sold in the Offering within 180 days
of October 12, 2020, the initial closing date of the sale of Series
B Stock.
The
foregoing description of the SPA, RRA and COD are a summary and are
qualified in their entirety by reference to the SPA, RRA, and COD
which are attached hereto as Exhibit 10.01, 10.02 and 3.01(i), and
which are incorporated herein by reference.
The
foregoing summaries of each of the Securities Purchase Agreement
and Warrants are qualified in their entirety by reference to the
full text of each such document, a copy of the form of each is
attached hereto as Exhibits 10.01 and 10.02, respectively, and each
of which is incorporated herein in its entirety by
reference.
The
securities offered have not been registered under the Securities
Act of 1933, as amended, and may not be offered or sold in the
United States absent registration or an applicable exemption from
registration requirements. This current report shall not constitute
an offer to sell or the solicitation of an offer to buy, nor shall
there be any sale of these securities in any state in which such
offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
state.
Item
3.02 Unregistered Sale of Equity Securities.
The
information set forth above in Item 1.01 of this current report on
Form 8-K is incorporated herein by reference in its
entirety.
Item
5.03 Amendment to Articles of Incorporation or
Bylaws.
The
information contained above in Item 1.01 is hereby incorporated by
reference into this Item 5.03. The COD was filed and approved by
the Secretary of State of the State of Florida, authorizing and
establishing the rights, preferences, and privileges of the Series
B Stock. A copy of the form of stock certificate is attached as
Exhibits 4.01 to this Current Report on Form 8-K and is
incorporated by reference.
Item
7.01 Regulation FD Disclosure.
The
Company, may from time to time, make disclosures via the following
social media platforms:
Facebook:
https://www.facebook.com/BIGtokenApp
Instagram:
https://www.instagram.com/bigtoken_app/
LinkedIn:
https://www.linkedin.com/company/bigtoken-app/
Twitter:
https://twitter.com/BIGtoken_App
Twitter:
https://twitter.com/BIGtokenCrypto
Twitter:
https://twitter.com/BIGtokenPrivacy
YouTube:
https://www.youtube.com/channel/UC0f1hv7eqrktypntpEQJBow
TikTok:
https://www.tiktok.com/@bigtoken_app
Website:
www.bigtoken.com
Lou
Kerner, the Company’s CEO, may, from time to time, make disclosures
regarding the Company via the following social media
platforms:
Medium:
https://loukerner.medium.com/
Twitter:
https://twitter.com/loukerner
LinkedIn:
https://www.linkedin.com/in/loukerner/
AngelList:
https://angel.co/p/lou-kerner
Youtube:
https://www.youtube.com/channel/UCSyshoifIBJqgDBR0LZfDzg
Slideshare:
https://www.slideshare.net/loukerner2
Instagram:
https://www.instagram.com/loukerner/?hl=en
Facebook:
https://www.facebook.com/loukerner
Pro Forma Capitalization Table
As a
result of the completion of certain transactions of the Company,
including the share exchange as described in the Company’s Current
Report on Form 8-K filed with the Commission on February 17, 2021,
and the Offering disclosed herein, the Company is providing this
update to inform shareholders of the Company of its outstanding
securities as of March 18, 2021.
As of
March 18, 2021, the Company had the following securities
outstanding:
|
Type of Security |
|
Number Outstanding Securities |
|
|
Number of Common Shares or Common Shares
issuable upon Conversion |
|
| Common Stock (1) |
|
|
158,244,935,162 |
|
|
|
158,244,935,162 |
|
| Series A Preferred Stock |
|
|
5,000,000 |
|
|
|
- |
|
| Series B Preferred Stock |
|
|
57,748.27 |
|
|
|
82,343,910,015
(2 |
) |
| Series C
Preferred Stock |
|
|
8,318 |
|
|
|
12,864,419,168
(3 |
) |
| TOTAL |
|
|
|
|
|
|
253,453,264,345 |
|
|
(1) |
Number
of shares of Common Stock of the Company issued and outstanding as
of March 18, 2021; |
|
(2) |
shares
issuable based on the conversion price as of $0.00007013, subject
to adjustment; and |
|
(3) |
shares
issuable based on the conversion price as of $0.0000006466, subject
to adjustment. |
The
foregoing table does not include:
|
(i) |
25,568,064,462
shares underlying Common Stock purchase warrants; |
|
(ii) |
13,951,066,447
shares of
Common Stock issuable to Lou Kerner upon the exercise of stock
options at a weighted average exercise price of $0.000062719 per
share, subject to certain vesting conditions; and |
|
(iii) |
15,824,493,516
shares of Common Stock reserved for issuance pursuant to the
Company’s 2021 Evergreen Equity Compensation Plan (the “Plan”).
Plan provides for the automatic increase in the number of shares
available under the Plan on the first day of each calendar year
such that on such day the Plan will have available up to 10% of the
issued and outstanding shares of Common Stock available for
issuance. |
Assuming
the conversion or exercise of all Common Stock equivalent
securities, plus the issuance of all authorized shares under the
Plan, there will be 320,874,528,294 shares of Common Stock issued
and outstanding as of March 18, 2021.
The
information contained in this Item 7.01 to this Current Report on
Form 8-K 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 or such exhibits 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.
No
Offer or Solicitation:
This
communication will not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor will there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
Forward-Looking
Statements
This
Current Report on Form 8-K contains “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act
of 1995. These statements are not guarantees of future performance.
These forward-looking statements reflect views and assumptions
regarding expectations and projections about future events and are
based on currently available information. The use of words such as
“anticipates,” “estimates,” “expects,” “intends,” “plans,” and
“believes,” among others, generally identifies forward-looking
statements. However, these words are not the exclusive means of
identifying such statements. In addition, any statements that refer
to expectations, projections or other characterizations of future
events or circumstances are forward-looking statements and may
include statements relating to future revenues, expenses, margins,
profitability, net income/(loss), earnings per share and other
measures of results of operations and the prospects for future
growth of our business. These forward-looking statements are
inherently subject to uncertainties, risks and changes in
circumstances that are difficult to predict.
Although
we believe that the expectations reflected in these forward-looking
statements are based on reasonable assumptions, there are a number
of risks and uncertainties that could cause actual results to
differ materially from such forward-looking statements.
Item
9.01 Financial Statement and Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly authorized.
| Date: |
March
19, 2021 |
Force
Protection Video Equipment Corporation |
|
|
|
|
|
|
|
|
|
/s/ Lou
Kerner |
| |
|
By: |
Lou
Kerner |
| |
|
|
Chief
Executive Officer |
INDEX
OF EXHIBITS
Force Protection Video E... (PK) (USOTC:FPVD)
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