Current Report Filing (8-k)
July 05 2022 - 4:16PM
Edgar (US Regulatory)
0001376804
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0001376804
2022-06-29
2022-06-29
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xbrli:shares
iso4217:USD
xbrli:shares
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 29, 2022
Vnue, Inc.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
000-53462 |
|
98-0543851 |
| (State
or other jurisdiction of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer Identification No.) |
104 West 29th Street, 11th Floor, New York, NY |
|
10001 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (833) 937-5493
(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 (17CFR 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: None
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
June 29, 2022, the Company entered a Securities Purchase Agreement (the “Securities Purchase Agreement”) with GHS
Investments, LLC (“GHS”) dated June 22, 2022, whereby GHS agreed to purchase, Thirty Thousand U.S. Dollars ($30,000) of the Company’s
Series B Convertible Preferred Stock in exchange for Thirty (30) shares of Series B Convertible Preferred Stock.
The Company issued to GHS commitment shares of Two (2) shares of Series B Convertible Preferred Stock, along with the 30 shares purchased and a warrant (the
“Warrant”) to purchase the number of shares of common stock issuable upon conversion of the Series B Convertible Preferred
Stock (the “Warrant Shares”). The Company has agreed to register the shares of common stock issuable pursuant to the conversion
of the Series B Convertible Preferred Stock and the Warrant Shares.
The
foregoing description of the Warrant and Securities Purchase Agreement does not purport to be complete and is qualified in its entirety
by reference to the full text of the form of the documents, which are attached as Exhibits 4.1 and 10.1 to this Current Report on Form
8-K,respectively, and are hereby incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
On
July 5, 2022, we issued 32 shares of Series B Preferred Stock to GHS.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
The
securities were not registered under the Securities Act, but qualified for exemption under Section 4(a)(2) and/or Regulation D of the
Securities Act. The securities were exempt from registration under Section 4(a)(2) of the Securities Act because the issuance of such
securities by the Company did not involve a “public offering,” as defined in Section 4(a)(2) of the Securities Act, due to
the insubstantial number of persons involved in the transaction, size of the offering, manner of the offering and number of securities
offered. The Company did not undertake an offering in which it sold a high number of securities to a high number of investors. In addition,
the Investors had the necessary investment intent as required by Section 4(a)(2) of the Securities Act since the Investors agreed to,
and received, the securities bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act.
This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a
“public offering.” Based on an analysis of the above factors, the Company has met the requirements to qualify for exemption
under Section 4(a)(2) of the Securities Act.
Item
3.03 Material Modification to Rights of Security Holders.
The
information set forth in Item 1.01 and Item 3.02 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
On
June 29, 2022, the Company filed a Second Amended and Restated Certificate of Designation with the Nevada Secretary of State, which clarified
that each new Securities Purchase Agreement will require a stock price at the lower of (1) a fixed price equaling the closing price of
the Common Stock on the trading day immediately preceding the date of the relevant Purchase Agreement and (2) 100% of the lowest VWAP
of the Common Stock during the fifteen (15) Trading Days immediately preceding, but not including, the Conversion Date.
The
foregoing description of the Second Amended and Restated Certificate of Designation does not purport to be complete and is qualified
in its entirety by reference to the full text of the form of the document, which is attached as Exhibit 3.1 to this Current Report on
Form 8-K, and is hereby incorporated herein by reference.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The
information set forth in Item 1.01, Item 3.02, and Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this
Item 5.03.
Item
9.01 Financial Statements and Exhibits
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.
Vnue,
Inc.
/s/
Zach Bair
Zach
Bair
Chief
Executive Officer
Date:
July 5, 2022
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