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): | July 13, 2022 |
Nestbuilder.com Corp.
(Exact name of registrant as specified in its charter)
Nevada (State or other jurisdiction of incorporation) |
000-55875 (Commission File Number) |
82-3254264 (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 July 13, 2022, we entered into a Second Amendment to Common Stock Purchase Warrant with six service providers, pursuant to which we amended a Common Stock Purchase Warrant dated August 20, 2019, as amended by that certain First Amendment to Common Stock Purchase Warrant dated May 26, 2022, held by each such service provider, to reduce the exercise price per share from $0.062 per share to $0.045 per share. The service providers included Alex Aliksanyan, our Chief Executive Officer and Director, Thomas Grbelja, our Chief Financial Officer and Director, and William McLeod, our Secretary and Director.
On July 13, 2022, we entered into a Second Amendment to Common Stock Purchase Warrant with five service providers, pursuant to which we amended a Common Stock Purchase Warrant dated February 4, 2022, as amended by that certain First Amendment to Common Stock Purchase Warrant dated May 26, 2022, held by each such service provider, to reduce the exercise price per share from $0.062 per share to $0.045 per share. The service providers included Alex Aliksanyan, our Chief Executive Officer and Director, Thomas Grbelja, our Chief Financial Officer and Director, and William McLeod, our Secretary and Director.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Form of Second Amendment to Common Stock Purchase Warrant | |
| 10.2 | Form of Second Amendment to Common Stock Purchase Warrant | |
| 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: July 18, 2022 | Nestbuilder.com Corp., | |
| a Nevada corporation | ||
| /s/ Alex Aliksanyan | ||
| By: | Alex Aliksanyan | |
| Its: | Chief Executive Officer | |
Exhibit 10.1
SECOND AMENDMENT TO COMMON STOCK PURCHASE WARRANT
This Second Amendment to Common Stock Purchase Warrant (the “Amendment”) is entered into as of July 13, 2022 (the “Effective Date”) by and between ____________, an individual (the “Holder”) and Nestbuilder.com Corp., a Nevada corporation (the “Company”), for the purpose of amending that certain Common Stock Purchase Warrant dated August 20, 2019, issued by the Company in favor of the Holder, as amended by that certain First Amendment to Common Stock Purchase Warrant dated May 26, 2022 (the “Warrant Agreement”). All capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Warrant 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 Warrant Agreement, as provided by Section 15 of the Warrant 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 Introductory Paragraph. The definition of “Exercise Price” in the introductory paragraph of the Warrant Agreement is hereby deleted in its entirety and replaced with $0.045 per share.
2. Effect on Warrant Agreement. Except as amended or modified by this Amendment, the Warrant 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.
| “Holder” | “Company” | ||
| Nestbuilder.com Corp., | |||
| a Nevada corporation | |||
| [________________], an individual | By: | Alex Aliksanyan | |
| Its: | Chief Executive Officer | ||
Exhibit 10.2
SECOND AMENDMENT TO COMMON STOCK PURCHASE WARRANT
This Second Amendment to Common Stock Purchase Warrant (the “Amendment”) is entered into as of July 13, 2022 (the “Effective Date”) by and between _____________, an individual (the “Holder”) and Nestbuilder.com Corp., a Nevada corporation (the “Company”), for the purpose of amending that certain Common Stock Purchase Warrant dated February 4, 2022, issued by the Company in favor of the Holder, as amended by that certain First Amendment to Common Stock Purchase Warrant dated May 26, 2022 (the “Warrant Agreement”). All capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Warrant 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 Warrant Agreement, as provided by Section 7(l) of the Warrant 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 3(b). Section 3(b) is hereby deleted in its entirety and replaced with the following:
“(b) Exercise Price. The exercise price per share of the Common Stock under this Warrant shall be $0.045, subject to adjustment hereunder (the “Exercise Price”).”
2. Effect on Warrant Agreement. Except as amended or modified by this Amendment, the Warrant 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.
| “Holder” | “Company” | ||
| Nestbuilder.com Corp., | |||
| a Nevada corporation | |||
| [________________], an individual | By: | Alex Aliksanyan | |
| Its: | Chief Executive Officer | ||