Current Report Filing (8-k)
April 26 2017 - 4:32PM
Edgar (US Regulatory)
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 25, 2017
REALBIZ
MEDIA GROUP, INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
001-34106
|
|
11-3820796
|
(State
or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S.
Employer
Identification No.)
|
9711
Washingtonian Boulevard, #550
Gaithersburg,
MD 20850
(Address
of principal executive offices) (zip code)
(908)
758-3787
(Registrant’s
telephone number, including area code)
(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))
Item
1.01 Entry into a Material Definitive Agreement.
On
April 19, 2017 RealBiz Media Group, Inc. (the “Company”) issued JSJ Investments Inc. (“JSJ”) a convertible
note in the principal amount of $125,000 (the “Note”). The Note accrues interest at a rate of 8% per annum and matures
on January 19, 2018. JSJ may convert the Note into shares of the Company’s common stock at a price equal to 61% of the lowest
trading price during the 20 trading day period ending on the last complete trading date prior to the date of conversion. JSJ may
not convert the Note to the extent that such conversion would result in JSJ’s beneficial ownership being in excess of 4.99%
of the Company’s issued and outstanding common stock (the “Beneficial Ownership Limit”);
provided, however,
JSJ may, on not less than 61 days’ prior notice to the Company, waive the Beneficial Ownership Limit. Pursuant to the
terms of the Note, the Company may prepay the principal amount of the Note together with interest accrued thereon at any time
on or prior to October 16, 2017. The prepayment amount is dependent on when the Company prepays the Note.
The
Note has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities
laws of any state, and was offered and issued in reliance on the exemption from registration under the Securities Act, afforded
by Section 4(a)(2).
The
foregoing description of the Note is not complete and is qualified in its entirety by reference to the full text of the form of
Note, a copy of which is filed as Exhibit 10.1 to this report and is incorporated by reference herein.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Reference
is made to the disclosure set forth under Item 1.01 of this Current Report on Form 8-K, which disclosure is incorporated herein
by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
10.1
|
Form
of Convertible Promissory Note
|
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.
|
RealBiz
Media Group, Inc.
|
|
|
Dated:
April 26, 2017
|
/s/
Anshu Bhatnagar
|
|
Anshu
Bhatnagar
|
|
Chief
Executive Officer
|
Verus (CE) (USOTC:VRUS)
Historical Stock Chart
From Apr 2024 to May 2024
Verus (CE) (USOTC:VRUS)
Historical Stock Chart
From May 2023 to May 2024