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
Date
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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) | |
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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 2.01 Completion of Acquisition or Disposition of Assets.
On July 5, 2023, we closed the asset purchase agreement (the “Agreement”) with Apex VR Holdings, Inc. (“Apex”), whereby we purchased certain intellectual property assets (the “Assets”) and the intellectual property rights relating to or used in connection with the Assets of Apex. Apex is arm’s length to our company. In consideration for the Assets, we issued to Apex the following:
| (i) | an aggregate of 7,000,000 shares of our common stock of our company (each, a “Share”) on the terms and conditions set forth in the Agreement, | |
| (ii) | a convertible promissory note (the “First Promissory Note”) in the principal amount of US$700,000 which First Promissory Note will mature on July 5, 2024 and is convertible into Shares at a conversion price of US$0.10 per Share subject to adjustment (the “Conversion Price”) at any time after the date that is six (6) months after the issue date of the First Promissory Note, all on the terms set forth in the First Promissory Note, and | |
| (iii) | a convertible promissory note (the “Second Promissory Note”) in the principal amount of US$154,250 which Second Promissory Note will mature on July 5, 2024 and is convertible into Shares at the Conversion Price at any time after the date that is six (6) months after the issue date of the Second Promissory Note, all on the terms set forth in the Second Promissory Note. |
We issued these securities to one non-U.S. Person (as that term is defined in Regulation S of the Securities Act of 1933, as amended) in an offshore transaction relying on Regulation S and/or Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained in Item 2.01 above is responsive to this Item 3.02.
Item 7.01 Regulation FD Disclosure.
A news release dated July 6, 2023 is furnished herewith.
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 July 6, 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 | |
| July 6, 2023 |