Current Report Filing (8-k)
June 24 2021 - 01:01PM
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): June 23,
2021
VNUE, INC.
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(Exact name of
registrant as specified in its charter)
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Nevada
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000-53462
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98-0543851
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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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104 W. 29th Street 11th
Floor
New York, NY 10001
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (833)
937-5493
Former name or former address, if changed since last report:
N/A
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))
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
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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
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Entry into a Material Definitive
Agreement.
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On June 22, 2021, we entered into a Securities Purchase Agreement
(the “SPA”) with GHS Investments, LLC (the “Purchaser”), a Nevada
limited liability company, pursuant to which the Company will have
the right in its sole discretion for a period of one year from the
date of the SPA, to sell up to $8 million of Common Stock (subject
to certain limitations) to GHS Investments, which has no right to
require the Company to sell any shares, following the effectiveness
of a registration statement with the Securities and Exchange
Commission registering the Common Stock issuable pursuant to the
SPA and other customary closing conditions, as detailed in the SPA.
The funding is expressly contingent upon the effectiveness of the
registration statement. The purchase price for the Common Stock is
a fixed price per share equal to seventy percent (80%) of the
lowest volume weighted average price (VWAP) during the twenty (20)
trading day period immediately preceding, but not including, the
date the registration statement is filed, subject to a trading
price floor. The trading price floor is a fixed price, equaling the
lowest VWAP for the Company’s Common Stock during the ten (10)
trading days preceding the filing of the registration statement.
Each Closing shall be for at least $10,000 of Common Stock, and
shall not exceed the lesser of (1) $500,000 of Common Stock, (2)
200% of the average daily trading volume for the Common Stock
during the ten (10) Trading Days preceding such Closing date and
(3) 4.99% of the then total outstanding number of shares of Common
Stock of the Company.
The Purchaser irrevocably agrees to purchase the common stock,
subject to an event of default. Pursuant to the SPA, an event of
default means any of the following events: (a) the effectiveness of
the Registration Statement lapses for any reason (including,
without limitation, the issuance of a stop order or similar order)
or such Registration Statement (or the prospectus forming a part
thereof) is unavailable to the Investor for resale of any or all of
the Purchase Shares to be issued to the Investor under the
Transaction Documents; (b) the suspension of the Common Stock from
trading on the Principal Market for a period of two (2) Business
Days, provided that the Company may not direct the Investor to
purchase any shares of Common Stock during any such suspension; (c)
the delisting of the Common Stock from the OTC Pink provided,
however, that the Common Stock is not immediately thereafter
trading on The NASDAQ Capital Market, The NASDAQ Global Market, The
NASDAQ Global Select Market, the New York Stock Exchange, the NYSE
American, or the OTCQB or the OTCQX operated by the OTC Markets
Group, Inc. (or any nationally recognized successor to any of the
foregoing); (d) the failure for any reason by the Transfer Agent to
issue Purchase Shares to the Investor within three (3) Business
Days after the applicable date on which the Investor is entitled to
receive such Purchase Shares; (e) the Company breaches any
representation, warranty, covenant or other term or condition under
any Transaction Document if such breach could have a Material
Adverse Effect and except, in the case of a breach of a covenant
which is reasonably curable, only if such breach continues for a
period of at least five (5) Business Days; (f) if any Person or
entity commences a proceeding against the Company pursuant to or
within the meaning of any Bankruptcy Law; (g) if the Company,
pursuant to or within the meaning of any Bankruptcy Law, (i)
commences a voluntary case, (ii) consents to the entry of an order
for relief against it in an involuntary case, (iii) consents to the
appointment of a Custodian of it or for all or substantially all of
its property, or (iv) makes a general assignment for the benefit of
its creditors or is generally unable to pay its debts as the same
become due; (h) a court of competent jurisdiction enters an order
or decree under any Bankruptcy Law that (i) is for relief against
the Company in an involuntary case, (ii) appoints a Custodian of
the Company or for all or substantially all of its property, or
(iii) orders the liquidation of the Company; or (i) if at any time
the Company is not eligible to transfer its Common Stock
electronically as DWAC Shares.
From the date of the SPA until the date when the Purchaser no
longer holds any Securities, upon any issuance by the Company or
any of its subsidiaries of Common Stock, Common Stock Equivalents
for cash consideration, indebtedness or a combination of units
hereof (a “Subsequent Financing”), Purchaser may elect, in its sole
discretion, to exchange (in lieu of conversion), if applicable, all
or some of the Securities then held for any securities or units
issued in a Subsequent Financing on a $1.00 for $1.00 basis.
From the date hereof until the date that is the 12-month
anniversary of the Closing Date, upon a Subsequent Financing,
Purchaser shall have the right to participate up to an amount of
the Subsequent Financing equal to 100% of the Subsequent Financing
on the same terms, conditions and price provided for in the
Subsequent Financing.
The foregoing description of the SPA does not purport to be
complete and is qualified in its entirety by reference to the full
text of the document as filed as Exhibit 10.1 to this Current
Report on Form 8-K and incorporated herein by reference.
On June 23, 2021, the Company issued a press release tilted, “VNUE,
Inc. Announces $8 Million Equity Funding Commitment”. The full text
of the press release is attached as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein.
Item
9.01
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Financial Statements and
Exhibits.
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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 thereunto duly authorized.
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VNUE,
INC.
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Date: June 23, 2021 |
By: |
/s/ Zach
Bair |
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Zach Bair |
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CEO & Chairman |
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