Washington, D.C. 20549




(Amendment No. 1) 





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


Date of Report (Date of earliest event reported): July 13, 2020 



(Exact name of registrant as specified in its charter)


Nevada 000-13215 30-0050402

(State or other jurisdiction of incorporation or organization)

(Commission File Number) IRS Employer Identification No.)



321 Sixth Street

San Antonio, TX

(Address of Principal Executive Offices) (Zip Code)


(805) 964-3313

(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


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act


¨ 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:


Tile of each class Trading Symbol(s) Name of each exchange on which registered



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. ¨





Explanatory Note


This Current Report on Form 8-K/A amends and restates the Current Report on Form 8-K filed by CloudCommerce, Inc. on July 15, 2020.


Item 3.02 Unregistered Sales of Equity Securities.


As previously reported, CloudCommerce, Inc. (the “Company”) entered into securities purchase agreements pursuant to which it issued convertible notes to various accredited investors, which notes are convertible into shares of the Company’s common stock on the terms and subject to the conditions set forth in the various securities purchase agreements and associated notes. On July 13, 2020, an accredited investor converted $25,943.84 in principal, interest and fees resulting in the issuance of 25,943,836 shares of common stock. The accredited investor has withdrawn their conversion notice and has agreed to return the shares to the Company.


The securities above were offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended, since, among other things, the transactions did not involve a public offering of the securities.






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.



Date: July 20, 2020   By:  /s/ Andrew Van Noy  
        Name: Andrew Van Noy  

Title: Chief Executive Officer