UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 31, 2019
Beyond Commerce, Inc.
(Exact name of registrant as specified in its charter)
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Nevada |
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000-52490 |
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98-0512515 |
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(State or other jurisdiction of incorporation or organization) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
3773 Howard Hughes Pkwy, Suite: 500
Las Vegas, Nevada 89169
(Address of principal executive offices)
(702) 675-8022
(Registrant’s telephone number, including area code)
(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)) |
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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:
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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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None |
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None |
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None |
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 is being filed to update the information provided in Item 1.01 of the Current Report on Form 8-K filed by Beyond Commerce, Inc. (the “Company”) on June 3, 2019 (the “Original 8-K”) with respect to the description of that certain Membership Interest Purchase Agreement (the “MIPA”) entered into by the Company and Path UX, LLC (“Path UX”) and its Members (as defined herein) in connection with the purchase of the membership interests of Path UX, and to include the filing of the MIPA as Exhibit 10.1, a Promissory Note (as defined herein) as Exhibit 10.2 and a Security Agreement (as defined herein) as Exhibit 10.3.
Item 1.01 Entry Into a Material Definitive Agreement.
Membership Interest Purchase Agreement
On May 31, 2019 (the “Closing Date”), the entered into that certain MIPA with Path UX and its three (3) members (the “Members”) whereby the Company purchased from the Members all of the issued and outstanding membership interests (the “Membership Interests”) of Path UX for the aggregate purchase price of Three Million Five Hundred Thousand ($3,500,000) payable as follows: (i) the Company issued on the Closing Date Seventy Million (70,000,000) restricted shares of the Company’s common stock at a price of $0.05 per share (the “Shares”); (ii) ninety days from the Closing Date, the Company shall owe One Million Dollars ($1,000,000.00) to the Members as the initial payment installment (“Initial Payment Installment”), provided however, the ninety (90) day Initial Payment Installment due date may be extended at the Company’s sole election for up to three (3) thirty (30) day periods upon (a) ten (10) days’ notice and the payment of an additional Seventy Five Thousand Dollars ($75,000.00) upon the expiration of the first thirty day extended period, (b) ten (10) days’ notice and the payment of an additional One Hundred Thousand Dollars ($100,000.00 ) ($75,000.00 + $25,000.00) upon the expiration of the second thirty day extended period and (c) ten (10) days’ notice and a payment of an additional One Hundred Twenty Five Thousand Dollars ($125,000.00) ($100,000.00 + $25,000.00); (iii) the Company will issue a subordinated convertible term note (“Promissory Note”) in the total principal amount of Two Million Dollars ($2,000,000.00) in favor of the Members pursuant to their respective prior Membership Interests.
If the Company fails to pay the Initial Payment Installment in full after One Hundred Eighty (180) days, the Company will be considered to be in default pursuant to the Security Agreement.
Promissory Note
The Promissory Note will amortize over a two-year period with payments starting six months after the Closing Date. The Promissory Note will accrue interest at the rate of Eight (8%) percent per annum. In the event the Company fails to make any payment due pursuant to the Promissory Note and the Company fails to cure the delinquent payment during a thirty (30) day grace period, the Company shall be in default of the Promissory Note and the MIPA, and the Members shall have the right to declare a default whereupon the Company shall be required to immediately return to the Members 100% of the Membership Interests. The Members will have the right to convert to the shares of the Company every quarter at a ten (10%) discount to the market price of the common stock based upon the 10 day trailing average of the price of the common stock. The Promissory Note may also be prepaid without penalty to the Company.
Security Agreement
In connection with the sale and purchase of the Membership Interests, the Company and the Members entered into a security agreement in favor of the Members (the “Security Agreement”). The promise by the Company to pay the Members via the Promissory Note is secured by the all of the Membership Interests as defined in the Security Agreement. Additionally, the Shares were issued as collateral and will be returned to the Company once PathUX receives the Initial Installment Payment.
The foregoing descriptions of the MIPA, Promissory Note and Security Agreement do not purport to be complete and are qualified in their entirety by their full text, which are filed hereto as Exhibits 10.1, 10.2 and 10.3, respectively and incorporated herein by reference.
On June 3, 2019, the Company issued a press release announcing the closing of the MIPA (the “Press Release”). A copy of the Press Release is attached as Exhibit 99.1 hereto.
Item 2.01 Completion of Acquisition or Disposition of Assets
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
The issuance of the securities whose information is set forth in Item 1.01 and this Item 3.02 of this Current Report on Form 8-K were not registered under the Securities Act of 1933, as amended (the “Securities Act”), but qualified for exemption under Section 4(a)(2) of the Securities Act. The securities were exempt from registration under Section 4(a)(2) of the Securities Act because the issuance of such securities by the Company did not involve a “public offering,” as defined in Section 4(a)(2) of the Securities Act, due to the insubstantial number of persons involved in the transaction, size of the offering, manner of the offering and number of securities offered. All of the securities were issued without registration under the Securities Act of 1933 in reliance upon the exemption provided in Section 4(a)(2).
Item 9.01. Exhibits.
(d) Exhibits
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Exhibit No. |
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Exhibit |
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10.1* |
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10.2* |
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10.3* |
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Security Agreement by and between the Company and Path UX, LLC and its Members |
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99.1* |
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* Filed herewith
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 hereunto duly authorized.
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BEYOND COMMERCE, INC. |
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Dated: July 31, 2019 |
By: |
/s/ [Geordan Pursglove] |
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Geordan G. Pursglove Chief Executive Officer, President and Director |
THE SECURITIES REPRESENTED BY THIS NOTE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
SUBORDINATED CONVERTIBLE PROMISSORY NOTE
$2 ,000,000 May__, 2019
For value received BEYOND COMMERCE, INC., a Nevada corporation (the “ Company ”), promises to pay to the order of THE INDIVIDUALS set forth on Exhibit A to the Note or their assigns (the “ Holder ”) the principal sum of $ 2,000,000 , plus simple interest thereon, which shall accrue at the annual rate of eight percent (8%) (the “ Interest Rate ”) on the principal sum from time to time outstanding until paid in full or converted to shares in the Company in accordance with the terms, conditions and provisions hereinafter set forth in this Subordinated Convertible Promissory Note (as the same may hereafter be amended, restated, replaced, supplemented, renewed, extended or otherwise modified from time to time, the “ Note ”). The Note is subordinated to any senior financing of the Company and is issued pursuant to the terms of that certain Membership Units Purchase Agreement (as the same may hereafter be amended, restated, replaced, supplemented, renewed, extended or otherwise modified from time to time, the “MUPA”) made concurrent with date of the Note. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the MUPA.
1. Application of Payments. Unless the Holder converts the principal and accrued interest to shares of the Company as set forth in Section 3 below, all payments shall be made in lawful money of the United States of America and without set-off, deduction, demand or notice at the address of Holder specified herein until receipt by the Company of written notice from Holder specifying a different address. All payments shall be applied as follows: first, to any costs and expenses (including reasonable attorneys’ fees) incurred by or on behalf of Holder in connection with the collection of amounts owing pursuant to this Note; second, to accrued and unpaid monthly interest; third to principal.
2. Payments. The Company shall begin paying installments of principal and interest in the amounts set forth on the Payment Schedule attached hereto and incorporated by reference on a date that is Six (6) months after the date of this Note (“ Note Date ”) until paid in full on the Maturity Date subject to the reduction in principal as a result of the conversion to shares of the Company of any or all of the principal and interest due pursuant to this Note as set forth in Section 3 below.
3. Conversion. Holder shall have the option upon written notice to the Company to elect to convert all or a portion of the principal and accrued interest of this Note every quarter after the Note Date at a Ten (10%) discount to the market based on a 10-day trailing average of the share price or continue as the Holder of this Note.
4. Maturity Date. Unless the Holder shall have converted all of the principal and accrued interest of this Note to the shares of the Company as provided for in Section 3 above, the Company shall pay to Holder the entire outstanding principal balance under this Note and all unpaid interest accrued thereon on or before May __, 2021 (“Maturity Date”); provided however , that the Maturity Date may be extended, at the written request of the Company and by the written consent of Holder.
5. Prepayment. Subject to the provisions of Section 3, this Note may be prepaid at any time without premium or penalty.
6. Conversion Procedure. Before the Holder shall be entitled to convert this Note into shares of the common stock of the Company pursuant to Section 3 above, Holder shall give written notice to the Company of his election to convert the Note as set forth herein and the Holder shall provide the name or names to the Company that the certificate for shares shall be issued. Upon the election by the Holder to convert the Note to shares of the Company’s common stock, the Holder shall surrender this Note to the principal office of the Company. In the event the Holder elects to convert only a portion of the principal and interest pursuant Section 3 above, a new amended Note will be issued reflecting the new unpaid balance. The conversion shall be deemed to have occurred immediately upon the surrender of the Note and the Company shall then issue the shares converted as set forth in Section 3. Upon the conversion of all of the principal and interest due under this Note to the shares of the common stock of the Company, the Company shall be released from all of its obligations and liabilities under this Note.
7. Security. This Note is secured by that certain Security Agreement of even date herewith executed by the Company in favor of the Holder.
8. Default. Any one of the following shall constitute an “ Event of Default ” under this Note:
(a) The Company shall fail to make any payment due hereunder within Thirty (30) days of the date due or on the Maturity Date;
(b) The Company shall default in its performance of any covenant or obligation under the MUPA, this Note or the Security Agreement and such default shall continue beyond Thirty (30) days;
(c) The Company files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, now or hereafter in effect, or makes any assignment for the benefit of creditors or takes any corporate action in furtherance of any of the foregoing; or
(d) An involuntary petition is filed against the Company (unless such petition is dismissed or discharged within 60 days under any bankruptcy statute now or hereafter in effect, or a custodian, receiver, trustee, assignee for the benefit of creditors (or other similar official) is appointed to take possession, custody or control of any property of the Company.
9. Remedies . Following the occurrence of an Event of Default that continues for Thirty (30) days after delivery by the Holder of written notice to the Company (provided that
notice and cure period shall be applicable in the case of an Event of Default under Section 8(a), or 8(b) above), the Holder shall have the right to accelerate the Note, and to declare all principal and accrued and unpaid interest immediately due and payable. Following an uncured Event of Default, interest shall accrue on all amounts due hereunder at the Default Rate until paid in full or such Event of Default is cured. The Holder shall have and may exercise any and all rights and remedies available hereunder, the Security Agreement, at law and in equity. The acceptance of any installment or payment after the occurrence of an Event of Default or event giving rise to the right of acceleration provided for herein shall not constitute a waiver of such right of acceleration with respect to such Event of Default or event or any subsequent Event of Default. The remedies as provided herein shall be cumulative and concurrent, and may be pursued singularly, successively or together, at the sole discretion of the Holder. A waiver or release with reference to any one event shall not be construed as continuing, as a bar to, or as a waiver or release of, any subsequent right, remedy or recourse as to a subsequent event.
10. Reservation of Stock Issuable upon Conversion. The Company shall at all times reserve and keep available out of its authorized but unissued shares of common stock, a sufficient number of shares of its common stock to effectuate the conversion of this Note as provided for herein.
11. Waiver. The Company hereby waives demand, notice, presentment, protest and notice of dishonor.
12. Governing Law. This Note shall be governed by and construed under the laws of the State of Delaware, made and to be performed entirely within the State of Delaware, without giving effect to conflicts of laws principles.
13. Modification; Waiver. Any term of this Note may be amended or waived only upon the written consent of the Company and the Holder.
14. Notices. Any notice, demand, or communication required or permitted to be given by any provision of this Note shall be deemed to have been sufficiently given or served if sent by facsimile or electronic mail transmission, delivered by messenger, overnight courier, or mailed, certified first class mail, postage prepaid, return receipt requested, and addressed or sent to the party’s address, as set forth below, as amended pursuant to this provision.
If to the Company: BEYOND COMMERCE, INC.
Attn: Geordan Pursglove
940 Sweetwater Lane #___
Boca Raton, FL 33431
With a copy to: John McMillan, Esq.
3330 Poseidon Way
Indialantic, FL 32903
If to the Holder: Christian Schine
208 Bayberry Lane,
Westport, CT 06880
Such notice shall be effective, (a) if delivered by messenger or by overnight courier, upon actual receipt (or if the date of actual receipt is not a business day, upon the next business day); or (b) if mailed, upon the date of delivery as shown by return receipt therefor. Any party may change its address by giving notice in writing to the other party of its new address pursuant to this provision. Whenever the giving of notice is required, the giving of such notice may be waived in writing by the party entitled to receive such notice.
15. Entire Agreement . This Note contains the entire agreement between the parties with respect to the subject matter hereof and thereof.
16. Assignment. This Note may not be transferred without the prior written consent of the Company which may be given or withheld in its sole discretion.
17. Collection Costs . The Company agrees to pay all reasonable collection costs, including but not limited to, all reasonable attorneys' fees and expenses of every kind, incurred by the Holder in connection with such collection or for the protection or enforcement of this Note, whether or not any lawsuit is filed with respect thereto.
BEYOND COMMERCE, INC., a Nevada corporation
By: ___________________________
Geordan Pursglove, its CEO