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):
February 18, 2021
INTEGRATED VENTURES, INC.
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(Exact name of
registrant as specified in its charter)
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Nevada
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000-55681
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82-1725385
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(State or other
jurisdiction of
incorporation or
organization)
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(Commission
file number)
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(I.R.S. Employer
Identification No.)
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73 Buck Road,
Suite 2, Huntingdon Valley, PA
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19006
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(Address of principal
executive offices)
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(Zip Code)
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215-613-1111
(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:
☐ Written communications pursuant to Rule
425 under the Securities Act (17CRF 230.425)
☐ Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CRF 240.14a-12)
☐ Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CRF 240.14d-2(b))
☐ Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CRF 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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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Common Stock, $0.001 par
value
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INTV
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NA
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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. Entry into a Material Definitive
Agreement
Securities Purchase Agreement with BHP Capital NY,
Inc.
On February 18, 2021, Integrated Ventures, Inc. (the “Company”)
entered into a Securities Purchase Agreement, dated as of February
18, 2021 (the “Agreement”) with BHP Capital NY, Inc. (the
“Purchaser” or “Holder”), providing for the issuance and sale by
the Company and the purchase by the Purchaser of shares of Series D
Convertible Preferred Stock (the “Series D Preferred Stock”) issued
by the Company. Reference is made to a summary of certain terms of
the Series D Preferred Stock set forth in Item 5.03 below in this
Report.
Closing. Under the Agreement, the purchase price per share
of Series D Convertible Preferred Stock is $1,000. The first
closing date under the Agreement (“Closing”) was held on February
19, 2021, at which the Company sold, and the Purchaser purchased
initially three thousand (3,000) shares of Preferred Stock at price
of $1,000 per share of Preferred Stock and the Warrant for a
purchase price of $3,000,000 (the “Purchase Price”), with the
ability to purchase another one thousand (1,000) shares upon the
terms herein shares of Series D Preferred Stock on the same terms.
“Event of Default” as defined in the Agreement means any of
the following events: (i) the suspension, cessation from trading or
delisting of the Company's Common Stock on the Principal Market for
a period of two (2) consecutive trading days or more; (ii) the
failure by the Company to timely comply with the reporting
requirements of the Exchange Act (including applicable extension
periods); (iii) the failure for any reason by the Company to issue
Dividends, or shares of Common Stock issued upon conversion of the
Preferred Stock or exercise of the Warrant (together, the
“Conversion Shares”) to the Purchaser within three (3) trading
days; (iv) the Company breaches any representation, warranty,
covenant or other term of condition contained in the definitive
agreements between the parties; (v) the Company files for
Bankruptcy or receivership or any money judgment writ, liquidation
or a similar process is entered by or filed against the Company for
more than $50,000 and remains unvacated, unbonded or unstayed for a
period of twenty (20) calendar days; (vi) any cessation of
operations by the Company or failure by the Company to maintain any
assets, intellectual, personal or real property or other assets
which are necessary to conduct its business; (vii) the Company
shall lose the "bid" price for its Common stock on the Principal
Market; (viii) if at any time the Common Stock is no longer DWAC
eligible; (ix) the Company must have a registration statement
covering the Preferred Stock declared effective by the SEC within
one hundred eighty (180) days of the Effective Date hereof; and (x)
any other event specifically listed as an Event of Default under
any section in the Transaction Documents.
Indemnification of Purchaser. The Company has agreed to
indemnify and hold the Purchaser and its respective directors,
officers, shareholders, members, partners, employees and agents,
each Person who controls the Purchaser (within the meaning of
Section 15 of the Securities Act and Section 20 of the Exchange
Act), and the directors, officers, shareholders, agents, members,
partners or employees harmless from any and all losses,
liabilities, obligations, claims, contingencies, damages, costs and
expenses, incurred by reason of or relating to (a) any breach of
any of the representations, warranties, covenants or agreements
made by the Company in the Agreement or in the other Transaction
Documents or (b) any action instituted against the Purchaser
Parties in any capacity, or any of them or their respective
Affiliates, by any stockholder of the Company who is not an
Affiliate of such Purchaser Party, with respect to any of the
transactions contemplated by the Transaction Documents (unless such
action is based upon a breach of such Purchaser Party’s
representations, warranties or covenants under the Transaction
Documents or any agreements or understandings such Purchaser Party
may have with any such stockholder or any violations by such
Purchaser Party of state or federal securities laws or any conduct
by such Purchaser Party which constitutes fraud, gross negligence,
willful misconduct or malfeasance).
Listing. The Company has agreed to promptly secure and
maintain the listing of its common stock upon each national
securities exchange or automated quotation system, if any, upon
which shares of common stock are then listed (subject to official
notice of issuance).
Registration Rights. The Agreement provides that the Company
shall file a Registration Statement covering the Shares with the
Securities and Exchange Commission (“SEC”) and have the
Registration Statement declared effective by the SEC within 180
days of the first Closing.
Common Stock Purchase Warrant. The Purchaser has,
under the terms of the Warrant issued February 18, 2021, the right
to purchase, at any time during the Warrant Exercise Term, up to
one hundred percent (100%) warrant coverage, exercisable into
shares of the Company’s Common Stock at a per share exercise price
of sixty cents ($0.60) (as the same may be adjusted for
reclassifications or consolidations of the Common Stock, or merger
of the Company). This Warrant may be exercised by the
Purchaser at any time during the Warrant Exercise Term of five
years from the Closing.
Item 3.02. Unregistered Sale of Equity
Securities.
The following table sets forth the sales of unregistered securities
since the Company’s last report filed under this item.
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Principal
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Total Offering
Price/
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Date
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Title and Amount
(1)
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Purchaser
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Underwriter
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Underwriting
Discounts
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February 19, 2021
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3,000 shares of Series D Preferred Stock.
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BHP Capital NY, Inc.
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NA
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$1,000 per share /NA
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February 18, 2021
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Common Stock Purchase Warrant to purchase
shares of common stock.
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BHP Capital NY, Inc.
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NA
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$ $-0- /NA
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_____________
(1) The issuances of securities to lenders and investors are viewed
by the Company as exempt from registration under the Securities Act
of 1933, as amended (“Securities Act”), alternatively, as
transactions either not involving any public offering, or as exempt
under the provisions of Regulation D promulgated by the SEC under
the Securities Act.
Item 5.03. Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year
On February 19, 2021, the Company filed a Certificate of
Designation (“Certificate of Designation”) of the Series D
Convertible Preferred Stock with the Nevada Secretary of State. The
Company has authorized the issuance of an aggregate of 4,000 shares
of the Series D Preferred Stock, and at a closing held February 19,
2021, 3,000 shares of Series D Preferred Stock were issued to the
Holder. [Reference is made to Item 1.01 above in this Report.] The
Company has agreed to file a Registration Statement with the SEC
with respect to the Series D Preferred Stock and to have that
Registration Statement declared effective within 180 days of
February 19, 2021.
Terms of the Series D Convertible Preferred Stock
The number of authorized shares of the Series D Convertible
Preferred Stock (the “Series D Preferred Stock”) authorized
pursuant to the Certificate of Designation, as amended and filed
February 19, 2021, is 4,000. Each share of Series D Preferred Stock
has a par value of $0.001 per share and a stated value of $1,100
per share (the “Stated Value”). The shares of Series D
Preferred Stock are convertible into shares of the Company’s common
stock, par value $.001 per share (“common stock” or “Common
Stock”), at a conversion price per share equal to $0.30 per share
(the “Conversion Price”).
Upon any liquidation, dissolution or winding-up of the Company, the
holders of the Series D Preferred Stock are entitled to receive out
of the assets of the Company, whether such assets are capital or
surplus, for each share of Series D Preferred Stock an amount equal
to the Stated Value per share for each share of Series D Preferred
Stock held, and all other amounts in respect thereof then due and
payable prior to any distribution or payment shall be made to the
holders of any junior securities. The Company is required to
reserve for conversions 250% of the number of shares of common
stock into which the Series D Preferred Stock is initially
convertible. If the Company fails to deliver conversion shares, it
is subject to penalties under the Certificate of Designation.
The Conversion Price for the Series D Preferred Stock is subject to
customary adjustments for stock dividends, and splits and
combinations of shares, rights offerings and Fundamental
Transactions (as defined) with respect to the common stock, all a s
provided in the Certificate of Designation.
The Series D Preferred Stock will vote together with the common
stock on an as-converted basis subject to the beneficial ownership
limitations applicable to the Holder. However, as long as any
shares of Series D Preferred Stock are outstanding, the Corporation
shall not, without the affirmative vote of the holders of a
majority of the then outstanding shares of the Series D Preferred
Stock directly or indirectly (a) alter or change adversely the
powers, preferences or rights given to the Preferred Stock or alter
or amend the Certificate of Designation; (b) authorize or
create any class of stock ranking as to redemption or distribution
of assets upon a Liquidation (as defined) senior to, or otherwise
pari passu with, the Series D Preferred Stock or, authorize
or create any class of stock ranking as to dividends senior to, or
otherwise pari passu with, the Series D Preferred
Stock; (c) amend its Articles of Incorporation or other
charter documents in any manner that adversely affects any rights
of the Holders; (d) increase the number of authorized shares
of Series D Preferred Stock; or (e) enter into any agreement
with respect to any of the foregoing.
The Company has the right to redeem all (but not less than all)
shares of the Series D Preferred Stock issued and outstanding at
any time after the Original Issue Date, upon five (5) business
days’ notice, at a redemption price per Series D Preferred Stock
then issued and outstanding (the “Corporation Redemption Price”),
equal to the product of (i) the Premium Rate multiplied by (ii) the
sum of (x) the Stated Value, (y) all accrued but unpaid dividends,
and (z) all other amount due to the Holder pursuant to the
Certificate of Designation and/or any Transaction Document
including, but not limited to Late Fees, liquidated damages and the
legal fees and expenses of the Holder’s counsel relating to the
Certification of Designation, any other Transaction Document and/or
the transactions contemplated thereunder. “Premium Rate” means (a)
1.10 if all of the Series D Preferred Stock is redeemed within
ninety (90) calendar days from the issuance date thereof; (b) 1.15
if all of the Series D Preferred Stock is redeemed after ninety
(90) calendar days and within one hundred twenty (120) calendar
days from the issuance date thereof; (c) 1.20 if all of the Series
D Preferred Stock is redeemed after one hundred twenty (120)
calendar days and within one hundred eighty (180) calendar days
from the issuance date thereof; and (iv) each share of Series D
Preferred Stock shall be redeemed on the Date that is one (1)
calendar year from the date of its issuance (redemption after one
(1) year, a Mandatory Redemption). If an Event of Default has
existed at any time while the Series D Preferred Stock is
outstanding, the Holder has the right to reject any Corporation
Redemption request. In such event, the Company is required to
transmit the Corporation Redemption Notice and Holder must provide
its approval within five (5) calendar days. Absent express approval
of the Holder within five (5) calendar days of the receipt of the
Corporation Redemption Notice, such Corporation Redemption Notice
will be deemed to have been rejected by the Holder.
“Permitted Liens” under the Certificate of Designation means (i)
any Lien for taxes not yet due or delinquent or being contested in
good faith by appropriate proceedings for which adequate reserves
have been established in accordance with GAAP; (ii) any statutory
Lien arising in the ordinary course of business by operation of law
with respect to a liability that is not yet due or delinquent;
(iii) any Lien created by operation of law, such as materialmen’s
liens, mechanics’ liens and other similar liens, arising in the
ordinary course of business with respect to a liability that is not
yet due or delinquent or that are being contested in good faith by
appropriate proceedings; (iv) Liens (a) upon or in any equipment
acquired or held by the Company or any of its Subsidiaries to
secure the purchase price of such equipment or indebtedness
incurred solely for the purpose of financing the acquisition or
lease of such equipment, and (b) existing on such equipment at the
time of its acquisition, provided that the Lien is confined solely
to the property so acquired and improvements thereon, and the
proceeds of such equipment; and (v) any Liens for Permitted
Indebtedness set forth in (i) and (ii) of the definition of
Permitted Indebtedness provided as to “(ii)” of Permitted
Indebtedness such Liens were in existence and not amended,
supplemented and/or modified since the original issuance date any
such Indebtedness was incurred.
THE FOREGOING SUMMARY DISCUSSION OF THE TERMS OF THE SECURITIES
PURCHASE AGREEMENT, THE CERTIFICATE OF DESIGNATION OF THE SERIES D
PREFERED STOCK AND THE WARRANT IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO THE TERMS SET FORTH IN SUCH AGREEMENT, CERTIFICATE AND
WARRANT, COPIES OF WHICH ARE FILED AS EXHIBITS TO THIS CURRENT
REPORT. DEFINED TERMS USED IN THE DESCRIPTIONS OF THE SERIES D
PREFERRED STOCK, THE PURCHASE AGREEMENT AND THE WARRANT IN THIS
CURRENT REPORT SHALL HAVE THE RESPECTIVE MEANINGS PROVIDED IN THOSE
DOCUMENTS, AS APPLICABLE, UNLESS SPECIFICALLY DEFINED ABOVE IN THIS
REPORT.
Item 9.01 Financial Statements and Exhibits.
Exhibit Number
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Description of Exhibit
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3.1(k)
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Certificate of
Designation of Preferences, Rights and Limitations of Series D
Convertible Preferred Stock, filed February 19, 2021.
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10.37
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Securities
Purchase Agreement, dated as of February 18, 2021, between the
Company and BHP Capital NY, Inc., LLC.
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10.38
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Common Stock
Purchase Warrant, issued February 18, 2021, by the Company to
BHP Capital NY, Inc., LLC.
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SIGNATURES
Pursuant to the requirements of Section 12 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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Integrated Ventures,
Inc.
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Dated: February 25, 2021
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By:
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/s/ Steve Rubakh
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Name:
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Steve Rubakh
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Title:
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Chief Executive Officer
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