Current Report Filing (8-k)
September 14 2016 - 5:07PM
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):
September 1, 2016
DIRECTVIEW
HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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333-53741
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04-3053538
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification Number)
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21218
Saint Andrews Blvd., Suite 323
Boca
Raton, FL 33433
(Address
of principal executive offices)
(561)
750-9777
(Registrant’s
telephone number, including area code)
[ ]
Written communication 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 40.13e-4(c))
Item
1.01. Entry into a Material Definitive Agreement
On
September 1, 2016, DirectView Holdings, Inc., a Nevada corporation (the “Company”), entered into a Securities
Purchase Agreement (the “Purchase Agreement”) with an accredited investor (the “Purchaser”) pursuant
to which the Company sold $157,894.74 in principal amount of a 10% Convertible Promissory Note (the
“Note”) for a purchase price of $150,000 with a 5% original issue discount (“OIO”). The
Company can receive up to $150,000 in net proceeds from the sale of the Note after deducting fees and expenses (the
“Consideration”). The Note and the shares of common stock of the Company issuable upon conversion of the Note are
collectively referred to herein as the “Securities.”
The
Purchaser shall pay $25,000.00 of the Consideration to the Company within a reasonable amount of time after the issuance of this
Note (the “First Tranche”). At the closing of the First Tranche, the outstanding principal amount under this Note
shall be $32,894.74, which includes the principal amount of the First Tranche and the OID. The Purchaser may, in its sole discretion,
fund such additional amounts of the Consideration at any time to the Company. The maturity date for each tranche funded shall
be twelve (12) months from the effective date of each payment (each a “Maturity Date”), and is the date upon which
the principal sum of each respective tranche, as well as any accrued and unpaid interest and other fees relating to that respective
tranche, shall be due and payable.
The
Note bears interest at a rate of 10% per annum on the aggregate unconverted and then outstanding principal, subject to increase
according to the terms and conditions of the Note. Half of the base interest amount shall be guaranteed and the total amount
of interest due on the Note for each tranche funded, for a period of six months, shall be deemed earned as of the funding date
of the respective tranche.
The Note is convertible at any time, in
whole or in part, at the option of the holder into shares of common stock of the Company at a conversion price equal to 60%
of the lowest traded price of the common stock in the prior thirty (30) trading days, which is subject to adjustment for
stock dividends, stock splits, combinations or similar events.
At the sole discretion of the purchaser,
the Company may prepay in cash any portion of the principal amount of the Note and any accrued and unpaid interest in an amount
equal to 125% of the sum of the then outstanding principal amount of the Note and interest. The principal sum due to the holder
shall be prorated based on the consideration actually paid by the Purchaser, as well as the applicable interest, such that the
Company is only required to repay the amount funded (plus the OID and applicable interest) and the Company is not required to
repay any unfunded portion of the Note.
The
form of Purchase Agreement and the form of Note are filed hereto as exhibits 10.1 and 4.1, respectively. The foregoing summaries
of the terms of these documents are subject to, and qualified in their entirety by, such documents attached hereto, which are
incorporated herein by reference.
Item
3.02. Unregistered Sales of Equity Securities
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.
The
Securities were offered and sold in reliance upon exemptions from registration pursuant to Section 4(a)(2) of the Securities Act
of 1933, as amended (the “Securities Act”) and Rule 506 of Regulation D promulgated thereunder (“Regulation
D”). The Company made this determination based on the representations of the Purchaser which included, in pertinent
part, that the Purchaser was an “accredited investor” within the meaning of Rule 501 of Regulation D and upon such
further representations from the Purchaser that (i) the Purchaser is acquiring the securities for its own account for investment
and not for the account of any other person and not with a view to or for distribution, assignment or resale in connection with
any distribution within the meaning of the Securities Act, (ii) the Purchaser agrees not to sell or otherwise transfer the Securities
unless they are registered under the Securities Act and any applicable state securities laws, or an exemption or exemptions from
such registration are available, (iii) the Purchaser has knowledge and experience in financial and business matters such that
it is capable of evaluating the merits and risks of an investment in the Securities and (iv) the Purchaser is able to bear the
economic risk of an investment in the Securities and could afford the complete loss of such investment. In addition, there was
no general solicitation or advertising for the Securities issued in reliance upon Regulation D.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits
Exhibit
No.
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Description
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4.1
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Form
of 10% Convertible Promissory Note
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10.1
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Form
of Securities Purchase Agreement, dated September 1, 2016
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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.
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DIRECTVIEW
HOLDINGS, INC.
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Dated:
September 14, 2016
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By:
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/s/
Roger Ralston
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Name:
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Roger
Ralston
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Title:
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Chief
Executive Officer
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