Current Report Filing (8-k)
08 March 2018 - 3:42AM
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 6, 2018
TimefireVR Inc.
(Exact name of registrant as specified in its
charter)
Nevada
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814-00175
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88-0490034
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(State or other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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7150 E. Camelback Rd.
Suite 444
Scottsdale AZ
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85251
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (602) 617-8888
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7690 E. Camelback Rd.
Suite 511
Scottsdale AZ 85251
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 6, 2018 (the “Effective Date”),
TimefireVR Inc. (the “Company”)
closed on a private placement offering (the “Offering”) with institutional investors (the “Investors”)
pursuant to which the Company issued and sold Senior Secured Convertible Notes (the “Notes”) to the Investors in the
aggregate principal amount of $1,052,632 with an original issue discount of 5%, and received gross proceeds of $1,000,000. The
Notes mature on April 15, 2019 (the “Maturity Date”) and bear interest at 8% per annum.
The
Notes are secured by a first lien on all of the assets of the Company.
On
the Maturity Date, the Company must repay an amount equal to 120% of the outstanding principal and accrued interest. Beginning
on the six-month anniversary of the Effective Date, the Investors may elect to convert the Notes into common stock of the Company
at $0.03 per share, subject to adjustment (the “Conversion Price”). In addition, the Notes are redeemable by the Company
up to 90 days following issuance at an amount equal to 110% of outstanding principal and accrued interest, and thereafter at an
amount equal to 120% of outstanding principal and accrued interest, subject in either case to upward adjustment to the extent
the closing price of the Company’s common stock on the OTCQB exceeds the Conversion Price. As additional consideration,
the Company issued the Investors a total of 35,087,720 five-year warrants (the “Warrants”) to purchase the Company’s
common stock, which are exercisable on or after the six-month anniversary of the Effective Date at $0.06 per share.
In
addition, the Investors agreed to extend the due date of other convertible notes held by the Investors (which were past due) in
the principle amount of approximately $770,000 to April 15, 2019.
The
foregoing description of the Offering is a summary only and is qualified in its entirety by the full text of the form of Securities
Purchase Agreement related to the Offering, the form of Note, and the form of Warrant, each of which is filed as an exhibit hereto
and incorporated herein by reference.
Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
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Information
concerning the Notes is incorporated by reference from Item. 1.01.
Item 3.02
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Unregistered Sales of Equity Securities.
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The
disclosure included under Item 1.01, above, is incorporated by reference herein. The Notes, the Warrants, and the shares of common
stock issuable upon conversion and exercise of the Notes and the Warrants (the “Shares”) have not been registered
under the Securities Act of 1933 (the "Securities Act") and were issued and sold in reliance upon the exemption from
registration contained in Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder. Each investor acquired
the securities for investment and acknowledged that it is an accreditor investor as defined by Rule 501 under the Securities Act.
The Notes, Warrants, and the Shares may not be offered or sold in the absence of an effective registration statement or exemption
from the registration requirements under the Securities Act.
Item 9.01
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Financial Statements and Exhibits.
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Exhibit No.
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Description
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10.1
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Form of Securities Purchase Agreement
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10.2
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Form of Senior Secured Convertible Note
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10.3
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Form of Warrant
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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 thereunto duly authorized.
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TimefireVR Inc.
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Date: March 7, 2018
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By:
/s/ Jonathan Read
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Name: Jonathan Read
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Title: Chief Executive Officer
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