SECURITIES AND EXCHANGE COMMISSION
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): June 23, 2020
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation
|(Commission File Number)||IRS Employer Identification No.)|
321 Sixth Street
San Antonio, TX
|(Address of Principal Executive Offices)||(Zip Code)|
(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. ¨
This Current Report on Form 8-K/A amends and restates the Current Report on Form 8-K filed by CloudCommerce, Inc. on June 24, 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 June 23, 2020, two accredited investors converted principal and interest resulting in the issuance of 25,878,082 and 10,000,000 shares for a total of 35,878,082 shares of common stock. The Company has revised the conversion notice related to the conversion of 25,878,082 shares, to allocate principal and interest of $86,260.27 to the March 25, 2013 note and $43,130.14 to the April 20, 2018 note. This updated calculation fully converts the March 25, 2013 note. The conversion of principal and interest that resulted in the issuance of 10,000,000 shares is unchanged. The total shares issued that were disclosed in the Form 8-K dated June 24, 2020 remain unchanged.
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 28, 2020||By:||/s/ Andrew Van Noy|
|Name: Andrew Van Noy|
Title: Chief Executive Officer