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Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (date of earliest event reported): October 18, 2021



(Exact name of registrant as specified in its charter)


Virginia   811-8387   54-1694665

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)


410 Peachtree Pkwy, Suite 4245

Cumming, GA 30041

(Address of Principal Executive Offices)



Registrant’s telephone number, including area code


140 West 31st Street, 2nd Floor

New York, NY 10001

(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))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading Symbol(s)   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 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 October 18, 2021, Waterside Capital Corporation (the “Company”) issued a promissory note in the principal amount of $100,000 (the “Note”) to Ryan Schadel, who is the Company’s Chief Executive Officer, sole director and majority stockholder of the Company. The principal amount due under the Note bears interest at the rate of 0.01% per annum. Any unpaid principal amount and any accrued interest is due on October 18, 2022; provided, however, that Mr. Schadel may demand payment of all or any portion of the outstanding principal amount of, and accrued interest under, the Note be paid at any time. The Note is unsecured and there is no prepayment penalty.


The foregoing description of the Note does not purport to be complete and is qualified in its entirety by reference to the Note, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and which is incorporated herein by reference.


Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.


The information provided above in Item 1.01 above is incorporated by reference into this Item 2.03.


Item 9.01. Financial Statements and Exhibits.


(d) Exhibits.




10.1   Promissory Note, dated October 18, 2021, issued by the registrant to Ryan Schadel.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)






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.


  Waterside Capital Corporation
Date: October 21, 2021 By: /s/ Ryan Schadel
    Ryan Schadel
    Chief Executive Officer






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