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) January 21, 2020
CURRENCYWORKS INC.
(Exact name of registrant as specified in its charter)
| Nevada | 000-55049 | 27-3098487 | ||
|
(State
or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS
Employer
Identification No.) |
561 Indiana Court, Los Angeles, CA 90291
(Address of principal executive offices and Zip Code)
Registrant’s telephone number, including area code: 424.570.9446
Not applicable
(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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] 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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Nil | N/A | N/A |
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.
On January 21, 2020 we made the following amendments effective as of December 1, 2019 to material agreements:
| Material Agreement | Amendment | |
| Independent consultant agreement dated effective October 9, 2017 with Bruce Elliott | Consulting fee in the amount of $8,000 per month amended to $1 per month | |
| Offer letter dated January 22, 2018 with James P. Geiskopf | Fee in the amount of $10,000 per month amended to $5,000 per month | |
| Offer letter dated February 9, 2018 with Edmund C. Moy | Fee in the amount of $4,167 per month amended to $1 per month | |
| Offer letter dated May 17, 2018 with James Carter | Fee in the amount of $4,167 per month amended to $1 per month | |
| Offer letter dated June 22, 2018 with Alphonso Jackson | Fee in the amount of $4,167 per month amended to $1 per month | |
| Independent consultant agreement dated effective October 9, 2017, as amended on November 30, 2018 and July 1, 2019 with Michael Blum | Consulting fee in the amount of $6,000 per month amended to $1 per month | |
| Business Services Agreement dated October 18, 2017, as amended on June 26, 2018 with Business Instincts Group Inc. | Fee in the amount of $66,750 per month amended to $1 per month. Fees owed by us of $386,250 up to November 30, 2019 were forgiven by Business Instincts Group Inc. pursuant to a letter dated January 21, 2020 | |
| Independent consulting agreement dated effective October 1, 2018 with Red to Black Inc. | Consulting fees in the amount of $8,000 per month terminated effective November 30, 2019. Fees owed by us of $86,000 up to November 30, 2019 were forgiven by Red to Black Inc. pursuant to a letter dated January 21, 2020. | |
| Independent consultant agreement dated effective December 4, 2018 with Swapan Kakumanu | Consulting fee in the amount of $5,000 per month amended to $1 per month |
Item 5.02(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 21, 2020 certain of our officers and directors agreed to forgive amounts owed to them up to November 30, 2019 as follows:
| Officer/Director | Amount forgiven | |
| Bruch Elliott | $48,000 | |
| James P. Geiskopf | $40,000 | |
| Edmund C. Moy | $29,166.69 | |
| James Carter | $29,166.69 | |
| Alphonso Jackson | $29,166.69 | |
| Michael Blum | $24,000 | |
| Swapan Kakumanu | $20,000 |
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| 10.1 | Amendment Agreement dated January 21, 2020 with an effective date of December 1, 2019 to Consulting Agreement dated effective October 9, 2017 between CurrencyWorks Inc. and Bruce Elliott |
| 10.2 | Amendment Agreement dated January 21, 2020 with an effective date of December 1, 2019 to Offer Letter dated January 22, 2018 between CurrencyWorks Inc. and James P. Geiskopf |
| 10.3 | Amendment Agreement dated January 21, 2020 with an effective date of December 1, 2019 to Offer Letter dated February 9, 2018 between CurrencyWorks Inc. and Edmund C. Moy |
| 10.4 | Amendment Agreement dated January 21, 2020 with an effective date of December 1, 2019 to Offer Letter dated May 17, 2018 between CurrencyWorks Inc. and James Carter |
| 10.5 | Amendment Agreement dated January 21, 2020 with an effective date of December 1, 2019 to Offer Letter dated June 22, 2018 between CurrencyWorks Inc. and Alphonso Jackson |
| 10.8 | Amendment Agreement dated January 21, 2020 with an effective date of December 1, 2019 to Consulting Agreement dated effective December 4, 2018 between CurrencyWorks Inc. and Swapan Kakumanu |
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.
CURRENCYWORKS INC.
| /s/ Bruce Elliott |
Bruce Elliott
President
January 27, 2020
Amendment Agreement to Consulting Agreement
Between
CurrencyWorks Inc. (Formerly ICOx Innovations, Inc.)
And
Bruce Elliott
Signed on January 21, 2020
Amendment Date: December 1, 2019
Consulting Agreement to be amended with
USD$1 per month instead of USD$8,000 per month
All other terms of the October 9th, 2017 Consulting Agreement remain in effect.
IN WITNESS OF THE ABOVE the parties have executed this Amendment Agreement with effect from the date first written above.
|
CurrencyWorks Inc. (Formerly ICOx Innovations, Inc.) |
Bruce Elliot | |||
| Per: | /s/ Michael Blum | Per: | /s/ Brue Elliott | |
| Michael Blum | Bruce Elliott | |||
Amendment Agreement to Board of Directors’ Offer Letter
Between
CurrencyWorks Inc. (Formerly ICOx Innovations, Inc.)
And
Jimmy Geiskopf
Signed on January 21, 2020
Amendment Date: December 1, 2019
Board of Directors’ Offer Letter to be amended with
USD$5,000 per month instead of USD$10,000 per month
All other terms of the January 22nd, 2018 letter remain in effect.
IN WITNESS OF THE ABOVE the parties have executed this Amendment Agreement with effect from the date first written above.
|
CurrencyWorks Inc. (Formerly ICOx Innovations, Inc.) |
James Geiskopf | |||
| Per: | /s/ Michael Blum | Per: | /s/ James Geiskopf | |
| Michael Blum | James Geiskopf | |||
Amendment Agreement to Board of Directors’ Offer Letter
Between
CurrencyWorks Inc. (Formerly ICOx Innovations, Inc.)
And
Ed Moy
Signed on January 21, 2020
Amendment Date: December 1, 2019
Board of Directors’ Offer Letter to be amended with
USD$1 per month instead of USD$4,167 per month
All other terms of the February 9th, 2018 letter remain in effect.
IN WITNESS OF THE ABOVE the parties have executed this Amendment Agreement with effect from the date first written above.
|
CurrencyWorks Inc. (Formerly ICOx Innovations, Inc.) |
Ed Moy | |||
| Per: | /s/ Michael Blum | Per: | /s/ Ed Moy | |
| Michael Blum | Ed Moy | |||
Amendment Agreement to Board of Directors Offer Letter
Between
CurrencyWorks Inc. (Formerly ICOx Innovations, Inc.)
And
James Carter
Signed on January 21, 2020
Amendment Date: December 1, 2019
Board of Directors’ Offer Letter to be amended with
USD$1 per month instead of USD$4,167 per month
All other terms of the May 17th, 2018 letter remain in effect.
IN WITNESS OF THE ABOVE the parties have executed this Amendment Agreement with effect from the date first written above.
|
CurrencyWorks Inc. (Formerly ICOx Innovations, Inc.) |
James Carter | |||
| Per: | /s/ Michael Blum | Per: | /s/ James Carter | |
| Michael Blum | James Carter | |||
Amendment Agreement to Board of Directors’ Offer Letter
Between
CurrencyWorks Inc. (Formerly ICOx Innovations, Inc.)
And
Alphonso Jackson
Signed on January 21, 2020
Amendment Date: December 1, 2019
Board of Directors’ Offer Letter to be amended with
USD$1 per month instead of USD$4,167 per month
All other terms of the June 22nd, 2018 letter remain in effect.
IN WITNESS OF THE ABOVE the parties have executed this Amendment Agreement with effect from the date first written above.
|
CurrencyWorks Inc. (Formerly ICOx Innovations, Inc.) |
Alphonso Jackson | |||
| Per: | /s/ Michael Blum | Per: | /s/ Alphonso Jackson | |
| Michael Blum | Alphonso Jackson | |||
Amendment Agreement to Consulting Agreement
Between
CurrencyWorks Inc. (Formerly ICOx Innovations, Inc.)
And
Michael Blum
Signed on January 21, 2020
Amendment Date: December 1, 2019
Board of Directors’ Offer Letter to be amended with
USD$1 per month instead of USD$6,000 per month
All other terms of the October 9th, 2017 letter remain in effect.
IN WITNESS OF THE ABOVE the parties have executed this Amendment Agreement with effect from the date first written above.
|
CurrencyWorks Inc. (Formerly ICOx Innovations, Inc.) |
Michael Blum | |||
| Per: | /s/ Swapan Kakumanu | Per: | /s/ Michael Blum | |
| Swapan Kakumanu | Michael Blum | |||
Amendment Agreement to Business Services Agreement
Between
CurrencyWorks Inc. (Formerly ICOx Innovations, Inc.)
And
Business Instincts Group Inc.
Signed on January 21, 2020
Amendment Date: December 1, 2019
Business Services Agreement to be amended with
USD$1 per month instead of USD$66,750 per month
All other terms of the October 18th, 2017 Consulting Agreement remain in effect.
IN WITNESS OF THE ABOVE the parties have executed this Amendment Agreement with effect from the date first written above.
|
CurrencyWorks Inc. (Formerly ICOx Innovations, Inc.) |
Business Instincts Group Inc. | |||
| Per: | /s/ Michael Blum | Per: | /s/ Erika Racicot | |
| Michael Blum | Erika Racicot | |||
Amendment Agreement to Consulting Agreement
Between
CurrencyWorks Inc. (Formerly ICOx Innovations, Inc.)
And
Swapan Kakumanu
Signed on January 21, 2020
Amendment Date: December 1, 2019
Consultant Agreement to be amended with
USD$1 per month instead of USD$5,000 per month
All other terms of the December 4th, 2018 Consulting Agreement remain in effect.
IN WITNESS OF THE ABOVE the parties have executed this Amendment Agreement with effect from the date first written above.
|
CurrencyWorks Inc. (Formerly ICOx Innovations, Inc.) |
Swapan Kakumanu | |||
| Per: | /s/ Michael Blum | Per: | /s/ Swapan Kakumanu | |
| Michael Blum | Swapan Kakumanu | |||