UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Item 1.01. Entry into a Material Definitive Agreement.
On January 28, 2022, CurrencyWorks Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with SEGUS Holdings Ltd. for the purchase and sale of an aggregate of 1,221,001 shares of common stock (the “Shares”) and warrants to purchase up to 1,221,001 shares of common stock (the “Common Warrants”) in a registered direct offering at a purchase price of US$0.1638 per Share and Common Warrant. The Common Warrants will be exercisable for a period of two years commencing upon issuance, at an exercise price of US$0.2048 per share, subject to certain adjustments set forth therein.
The gross proceeds from the registered direct offering are expected to be US$200,000, before deducting offering expenses. The registered direct offering is expected to close on or about January 28, 2022, subject to customary closing conditions.
The Shares and Warrants (and underlying shares) were offered, and will be issued, pursuant to the Prospectus Supplement, filed January 28, 2022, to the Prospectus dated May 4, 2021 included in the Company’s Registration Statement on Form S-3 (Registration No. 333-255477) filed with the Securities and Exchange Commission on April 23, 2021 and declared effective on May 4, 2021.
Clark Wilson LLP, counsel to the Company, has issued an opinion to the Company regarding the validity of the securities to be issued in the offering. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.
The foregoing description of the Purchase Agreement, Common Warrant, and Engagement Letter does not purport to be complete and is qualified in its entirety by reference to the complete text thereof, which are filed as exhibits to this report.
Item 9.01. Financial Statements and Exhibits
| (d) | Exhibits |
| 5.1 | Opinion of Clark Wilson LLP |
| 10.1 | Form of Securities Purchase Agreement |
| 10.2 | Form of Common Warrant |
| 23.1 | Consent of Clark Wilson LLP (contained in Exhibit 5.1) |
| 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.
| CURRENCYWORKS INC. | |
| /s/ Bruce Elliott | |
| Bruce Elliott | |
| President | |
| January 28, 2022 |