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2023-04-04
2023-04-04
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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) April 4, 2023
METAWORKS
PLATFORMS, 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.) |
3250
Oakland Hills Court, Fairfield, CA 94534
(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
3.02 Unregistered Sales of Equity Securities.
On
April 4, 2023, we issued 725,000 shares of common stock of our company at a deemed price of US$0.05 per share in settlement of debt in
the amount of US$36,250. We issued 500,000 of these shares to GSD Group, LLC, whose CEO is Shelly Murphy, a director of our company and
225,000 of these shares to Scott Gallagher, the president of our company.
We
issued these shares to two U.S. Persons (as that term is defined in Regulation S of the Securities Act of 1933) and in issuing these
shares, we relied on the exemption from the registration requirements of the Securities Act of 1933 provided by Section 4(a)(2) of the
Securities Act of 1933 and/or Rule 506 promulgated under the Securities Act of 1933.
Disclosure
Required by MI 61-101
GSD
Group, LLC, whose CEO is Shelly Murphy, a director of our company, was issued 500,000 shares of our common stock at a deemed price of
US$0.05 per share in settlement of debt in the amount of US$25,000. Scott Gallagher, the president of our company, was issued 225,000
shares of our common stock at a deemed price of US$0.05 per share in settlement of debt in the amount of US$11,250. This debt settlement
constituted a “related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority
Security Holders in Special Transactions (“MI 61-101”).
The
following supplementary information is provided in accordance with Section 5.2 of MI 61-101.
(a)
a description of the transaction and its material terms:
We
entered into a debt settlement and subscription agreement with GSD Group, LLC, whereby GSD Group, LLC agreed to accept 500,000 shares
of our common stock at a deemed price of US$0.05 per share in settlement of debt in the amount of US$25,000.
We
entered into a debt settlement and subscription agreement with Scott Gallagher, whereby Scott Gallagher agreed to accept 225,000 shares
of our common stock at a deemed price of US$0.05 per share in settlement of debt in the amount of US$11,250.
(b)
the purpose and business reasons for the transaction:
The
shares were issued to settle debt.
(c)
the anticipated effect of the transaction on the issuer’s business and affairs:
See
item (b).
(d)
a description of:
(i)
the interest in the transaction of every interested party and of the related parties and associated entities of the interested parties:
See
item (a).
(ii)
the anticipated effect of the transaction on the percentage of securities of the issuer, or of an affiliated entity of the issuer, beneficially
owned or controlled by each person or company referred to in subparagraph (i) for which there would be a material change in that percentage:
The
following table sets out the effect of the debt settlement on the percentage of securities of our company beneficially owned or controlled
by Shelly Murphy and Scott Gallagher:
Name
and Position |
|
Dollar
Amount of Shares
Purchased |
|
Number
of Shares Purchased |
|
No.
of Shares Held prior to Closing of the Debt Settlement |
|
Percentage
of Issued and Outstanding Shares prior to Closing of the Debt Settlement |
|
No.
of Shares Held After Closing of the Debt Settlement |
|
Percentage
of Issued and Outstanding Shares After Closing of the Debt Settlement |
Shelly
Murphy
Director |
|
US$25,000 |
|
500,000
shares
of common stock |
|
Undiluted:
900,000
Diluted:
1,150,000(1) |
|
Undiluted:
0.95%(2)
Diluted:
1.22%(3) |
|
Undiluted:
1,400,000
Diluted:
1,650,000(4) |
|
Undiluted:
1.47%(5)
Diluted:
1.73%(6) |
Scott
Gallagher
President |
|
US$11,250 |
|
225,000
shares of common stock |
|
Undiluted:
Nil
Diluted:
333,000(7) |
|
Undiluted:
0%
Diluted:
0.35%(8) |
|
Undiluted:
225,000
Diluted:
558,333(9) |
|
Undiluted:
0.24%(5)
Diluted:
0.59%(10) |
*Less
than one percent
| |
(1) |
Comprised
of: (i) 900,000 shares of our common stock held by GSD Group, LLC, of which Ms. Murphy is the CEO and (ii) 250,000 options to purchase
shares of our common stock exercisable within 60 days held directly by Ms. Murphy. |
| |
(2) |
Based
on 94,245,066 shares of our common stock outstanding prior to the completion of the debt settlement. |
| |
(3) |
Based
on 94,495,066 shares comprised of: (i) 94,245,066 shares of our common stock outstanding prior to the completion of the debt settlement
and (ii) 250,000 shares that may be issuable on exercise of options held by Ms. Murphy. |
| |
(4) |
Comprised
of: (i) 1,400,000 shares of our common stock held by GSD Group, LLC, of which Ms. Murphy is the CEO and (ii) all of the securities
set forth in footnote (1). |
| |
(5) |
Based
on 94,970,066 shares of our common stock outstanding after the completion of the debt settlement. |
| |
(6) |
Based
on 95,220,066 shares comprised of: (i) 94,970,066 shares of our common stock outstanding after the completion of the debt settlement
and (ii) 250,000 shares that may be issuable on exercise of options held by Ms. Murphy. |
| |
(7) |
Comprised
of 333,333 options to purchase shares of our common stock exercisable within 60 days held directly by Mr. Gallagher. |
| |
(8) |
Based
on 94,578,399 shares comprised of: (i) 94,245,066 shares of our common stock outstanding prior to the completion of the debt settlement
and (ii) 333,333 shares that may be issuable on exercise of options held by Mr. Gallagher. |
| |
(9) |
Comprised
of: (i) 225,000 shares of our common stock held by Mr. Gallagher and (ii) all of the securities set forth in footnote (7). |
| |
(10) |
Based
on 95,303,399 shares comprised of: (i) 94,970,066 shares of our common stock outstanding after the completion of the debt settlement
and (ii) 333,333 shares that may be issuable on exercise of options held by Mr. Gallagher. |
(e)
unless this information will be included in another disclosure document for the transaction, a discussion of the review and approval
process adopted by the board of directors and the special committee, if any, of the issuer for the transaction, including a discussion
of any materially contrary view or abstention by a director and any material disagreement between the board and the special committee:
Ms.
Murphy abstained on the resolution of the board of directors approving the debt settlement with GSD Group, LLC. A special committee was
not established in connection with the approval of the debt settlement with GSD Group, LLC, and no materially contrary view or abstention
was expressed or made by any director.
(f)
a summary in accordance with section 6.5 of MI 61-101, of the formal valuation, if any, obtained for the transaction, unless the formal
valuation is included in its entirety in the material change report or will be included in its entirety in another disclosure document
for the transaction:
Not
applicable.
(g)
disclosure, in accordance with section 6.8 of MI 61-101, of every prior valuation in respect of the issuer that related to the subject
matter of or is otherwise relevant to the transaction:
(i)
that has been made in the 24 months before the date of the material change report:
Not
applicable.
(ii)
the existence of which is known, after reasonable enquiry, to the issuer or to any director or officer of the issuer:
Not
applicable.
(h)
the general nature and material terms of any agreement entered into by the issuer, or a related party of the issuer, with an interested
party or a joint actor with an interested party, in connection with the transaction:
See
item (a).
(i)
disclosure of the formal valuation and minority approval exemptions, if any, on which the issuer is relying under sections 5.5 and 5.7
of MI 61-101 respectively, and the facts supporting reliance on the exemptions:
The
issuance of the shares was exempt (i) from the valuation requirement of MI 61-101 by virtue of the exemptions contained in (A) Section
5.5(a) of MI 61-101 in that the fair market value of the shares did not exceed 25% of our company’s market capitalization, and
(B) section 5.5(b) of MI 61-101 as shares of our common stock are not listed on a specified market, and (ii) from the minority shareholder
approval requirements of MI 61-101 by virtue of the exemption contained in section 5.7(a) of MI 61-101 in that the fair market value
of the shares did not exceed 25% of our company’s market capitalization.
As
this current report on Form 8-K is being filed less than 21 days before the closing of the debt settlement, there is a requirement under
MI 61-101 to explain why the shorter period was reasonable or necessary in the circumstances. In the view of our company, it was necessary
to immediately close the debt settlement with to improve our company’s financial position and therefore, such shorter period was
reasonable and necessary in the circumstances.
Item
7.01 Regulation FD Disclosure.
A
news release dated April 4, 2023 is furnished herewith as Exhibit 99.1.
In
accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this current report on Form 8-K, including Exhibit
99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated
by reference into any registration statement or other document filed under the Securities Act of 1933 or the Exchange Act, except
as shall be expressly set forth by specific reference in such filing.
| Item
9.01 |
|
Financial
Statements and Exhibits. |
| |
|
|
| 99.1 |
|
News release dated April 4, 2023 |
| |
|
|
| 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.
| METAWORKS
PLATFORMS, INC. |
|
| |
|
| /s/
Scott Gallagher |
|
| Scott
Gallagher |
|
| President |
|
| |
|
| April
6, 2023 |
|
