Current Report Filing (8-k)
28 March 2019 - 8:18AM
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):
March 22, 2019
DIRECTVIEW
HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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000-53741
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04-3053538
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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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)
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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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
March 22, 2019, DirectView Holdings, Inc., a Nevada corporation (the “Company”), entered into an Equity Purchase Agreement
(“Equity Purchase Agreement”) and Registration Rights Agreement (“Registration Rights Agreement”) with
Oasis Capital, LLC, a Puerto Rico limited liability company (“Oasis”). Under the terms of the Equity Purchase Agreement,
Oasis agreed to purchase from the Company up to $5,000,000 of the Company’s common stock upon effectiveness of a registration
statement on Form S-1 (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “Commission”)
and subject to certain limitations and conditions set forth in the Equity Purchase Agreement.
Following
effectiveness of the Registration Statement, and subject to certain limitations and conditions set forth in the Equity Purchase
Agreement, the Company shall have the discretion to deliver put notices to Oasis and Oasis will be obligated to purchase shares
of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) based on the investment amount
specified in each put notice. The maximum amount that the Company shall be entitled to put to Oasis in each put notice shall not
exceed the lesser of $1,000,000 or one hundred percent (100%) of the average daily trading volume of the Company’s Common
Stock during the ten (10) trading days preceding the put. Pursuant to the Equity Purchase Agreement, Oasis and its affiliates
will not be permitted to purchase and the Company may not put shares of the Company’s Common Stock to Oasis that would result
in Oasis’s beneficial ownership of the Company’s outstanding Common Stock exceeding 9.99%. The price of each put share
shall be equal to eighty five percent (85%) of the Market Price (as defined in the Equity Purchase Agreement). Puts may be delivered
by the Company to Oasis until the earlier of (i) the date on which Oasis has purchased an aggregate of $5,000,000 worth of Common
Stock under the terms of the Equity Purchase Agreement, (ii) March 22, 2022, or (iii) written notice of termination delivered
by the Company to Oasis, subject to certain equity conditions set forth in the Equity Purchase Agreement.
On
March 22, 2019, in connection with its entry into the Equity Purchase Agreement and the Registration Rights Agreement, the Company
issued Commitment Shares (as defined in the Equity Purchase Agreement) to Oasis.
The
Registration Rights Agreement provides that the Company shall (i) file with the Commission the Registration Statement by May 1,
2019; and (ii) use its best efforts to have the Registration Statement declared effective by the Commission at the earliest possible
date (in any event, by May 21, 2019).
The
foregoing is only a brief description of the material terms of the Equity Purchase Agreement and the Registration Rights Agreement,
and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such descriptions
are qualified in their entirety by reference to full texts of the Equity Purchase Agreement and Registration Rights Agreement
which are incorporated herein and filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K.
Item
3.02
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Unregistered
Sales of Equity Securities.
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Item
3.02 Unregistered Sales of Equity Securities. The information provided in item 1.01 of this Current Report on Form 8-K is incorporated
herein by reference to this Item 3.02.
Item
9.01
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Financial
Statement and Exhibits.
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(d)
Exhibits
. The exhibit listed in the following Exhibit Index is filed as part of this current report.
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 thereunto duly authorized.
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DIRECTVIEW
HOLDINGS, INC.
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Date:
March 27, 2019
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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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