false 0001515139 0001515139 2024-01-06 2024-01-06 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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) January 6, 2024

 

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 January 6, 2024, we granted an aggregate of 9,000,000 stock options to certain directors and officers for the purchase of up to 9,000,000 shares of our common stock pursuant to our 2017 Equity Incentive Plan. Each stock option is exercisable at a price of US$0.02 per share until January 6, 2034. All 9,000,000 stock options, vested immediately on January 6, 2024.

 

We granted the stock options to 4 U.S. Persons and 2 non U.S. Persons (as that term is defined in Regulation S of the Securities Act of 1933) and in issuing securities we relied on the registration exemption provided for in Section 4(a)(2), Regulation D and/or Regulation S of the Securities Act of 1933.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Effective January 6, 2024, we granted the following stock options to our directors and officers: (i) 2,000,000 to Cameron Chell, (ii) 2,000,000 to Scott Gallagher (iii) 2,000,000 to James Geiskopf, (iii) 2,000,000 to Swapan Kakumanu, (iv) 500,000 to Shelly Murphy and (v) 500,000 to Edmund C. Moy. The stock options are exercisable at the exercise price of US$0.02 per share until January 6, 2034. The stock options became exercisable on the date of grant, January 6, 2024.

 

 
 

 

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  
   
January 8, 2024