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): | May 5, 2022 |
Nestbuilder.com Corp.
(Exact name of registrant as specified in its charter)
| Nevada | 000-55875 | 82-3254264 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
201 W. Passaic Street, Suite 301
Rochelle Park, NJ 07662
(Address of principal executive offices) (zip code)
(201) 845-7001
(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 (see General Instruction A.2. below):
| ☐ | 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: 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. ☐
Item 1.01 Entry Into a Material Definitive Agreement.
On May 6, 2022, we entered into a First Amendment to Settlement Agreement with each of Alex Aliksanyan, our Chief Executive Officer and Director, William McLeod, our Secretary and Director, Thomas Grbelja, our Chief Financial Officer and Director, and Julio Fernandez, a former employee and current third-party service provider, pursuant to which we amended a Settlement Agreement dated February 4, 2022 with each such individual to clarify that certain other agreements were not terminated in connection with the execution of the Settlement Agreement, namely a Common Stock Purchase Warrant dated August 20, 2019 and a Securities Purchase Agreement dated December 10, 2020 (including a Senior Convertible Promissory Note and Common Stock Purchase Warrant issued thereunder).
Item 3.02 Unregistered Sale of Equity Securities.
On May 5, 2022, we issued a total of 335,505 shares of our common stock to eight investors in connection with the exercise of Common Stock Purchase Warrants issued pursuant to that certain Securities Purchase Agreement dated December 10, 2020. Each of the Common Stock Purchase Warrants was exercised at $0.02 per share. In connection with the foregoing, Alex Aliksanyan, our Chief Executive Officer and Director, received 30,505 shares of our common stock; Thomas Grbelja, our Chief Financial Officer and Director, received 50,000 shares of our common stock; and William McLeod, our Secretary and Director, received 50,000 shares of our common stock. The issuances of common stock were exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, and the holders were all either accredited or sophisticated investors familiar with our operations.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Form of First Amendment to Settlement Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| Dated: May 6, 2022 | Nestbuilder.com Corp., | |
| a Nevada corporation | ||
| /s/ Alex Aliksanyan | ||
| By: | Alex Aliksanyan | |
| Its: | Chief Executive Officer | |
Exhibit 10.1
FIRST AMENDMENT TO SETTLEMENT AGREEMENT
This First Amendment to Settlement Agreement (the “Amendment”) is entered into as of May 6, 2022 (the “Effective Date”) by and between _________________, an individual (the “Employee”) and Nestbuilder.com Corp., a Nevada corporation (the “Company”), for the purpose of amending that certain Settlement Agreement dated February 4, 2022 (the “Settlement Agreement”). All capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Settlement Agreement. In consideration of the agreements and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties agree to amend the Settlement Agreement, as provided by Section 15 of the Settlement Agreement, by executing this Amendment, and the parties hereto hereby enter into this Amendment, so as to agree with each other as follows:
1. Amendment to Section 7. Section 7 is hereby deleted in its entirety and replaced with the following:
“7. Termination of Agreements.
(a) Except as set forth in Section 7(b), in furtherance of the releases and other provisions of Sections 3 and 6, the Parties hereby terminate any and all agreements, arrangements, commitments or understandings relating to Employee’s employment with the Company, whether or not in writing, between or among the Parties and their affiliates, including, without limitation, the Employment Agreement and Employment Agreement Amendment. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Date. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing.
(b) The provisions of Section 7(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): this Agreement, the Common Stock Purchase Warrant dated August 20, 2019, the Securities Purchase Agreement dated December 10, 2020 (including the Senior Convertible Promissory Note and Common Stock Purchase Warrant issued thereunder) and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or their respective affiliates or to be continued from and after the Effective Date).”
2. Effect on Settlement Agreement. Except as amended or modified by this Amendment, the Settlement Agreement shall remain in full force and effect in accordance with its terms, and is hereby ratified and confirmed by the parties hereto.
3. Counterparts. This Amendment may be executed in one or more counterparts each of which shall for all purposes be deemed an original, and all of such counterparts, taken together, shall constitute one and the same agreement. Executed counterparts may be delivered via facsimile or other means of electronic transmission.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first set forth above.
| “Employee” | “Company” | ||
| Nestbuilder.com Corp., | |||
| a Nevada corporation | |||
| By: | Alex Aliksanyan | ||
| Its: | Chief Executive Officer | ||