8-K

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

February 28, 2024

Date of Report (Date of earliest event reported)

Commission File Number 000-56399

brooqLy, Inc.

(Exact name of registrant as specified in its charter)

Nevada	86-2265420
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
10101 S. Robert Road, Suite 209 Palos Hills, Illinois	60465
(Address of principal executive offices)	(Zip Code)

(718) 705-8770

(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. ☐

brooqLy,  is referred to herein as “we”, “our”, or “us” or the “Registrant”.

Item 8.01 Other Events

On February 28, 2024, we will be issuing a press release titled “brooqLy, Inc. enters into an Agreement with CIM Securities to raise up to $3,000,00 in Funding”, which press release is attached hereto as Exhibit 99.1.

The information in this Current Report on Form 8-K with respect to Item 8.01 (including the press release attached hereto as Exhibit 99.1) is being furnished pursuant to Item 8.01 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act. This current report on Form 8-K (including Exhibit 99.1) will not be deemed an admission as to the materiality of any information contained herein.

ITEM 9.01. EXHIBITS

Exhibit No.	Description
99.1	February 28, 2024 Press Release
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: February 28, 2024	By:	/s/ Panagiotis N. Lazaretos
		Panagiotis N. Lazaretos
		Chief Executive Officer

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EX-99.1

EXHIBIT 99.1

brooqLy, Inc enters into an Agreement with CIM Securities

to raise up to $3,000,000 in Funding

February 28, 2024.  brooqLy, Inc (OTCM: BRQL), an innovative technology company, reported today that it has entered into an engagement agreement with CIM Securities, LLC, a FINRA member broker-dealer as the Managing Placement Agent to raise up to $3,000,000 in a Regulation D, Rule 506(c) offering open only to verified accredited investors.

The Company desires to sell up to an aggregate of 6,000,000 shares of the Company’s common stock, par value US$0.0001 per share (the “Common Stock”), as follows:

(a) for those who invest $2,000 to $99,999, the Company is offering its Common Stock Shares at $0.50 per share

(b) for those who invest $100,000 to $249,999, the Company is offering its Common Stock Shares at $0.45 per share and

(c) for those Subscribers who invest more than $250,000, the Company is offering its Common Stock Shares at $0.40 per share.  

The shares of Common Stock sold in this Offering will not be registered under the Securities Act of 1933, as amended, in reliance upon an exemption from securities registration afforded by the provisions of Regulation D, and Rule 506(c), as promulgated by the Commission under the Securities Act.  Regulation D Rule 506(c) is for accredited investors only.

THE PRELIMINARY OFFCERING MATERIALS BEING USED BY CIM SECURITIES CAN BE LOCATED ON OUR WEBSITE AT THE FOLLOWING:

www.brooqly.com/investors

About brooqLy:

brooqLy is a technology company that has developed an innovative platform for consumers, brands, and retail shops to connect and interact through a Social Networking experience. Currently the platform enables its users to purchase and send consumer products from collaborating retail shops, called “Treats”, to anyone, anywhere, and at any time, in a personalized way. The company aims to upgrade the platform to a holistic “out-of-home entertainment” platform by adding further user-friendly functionalities for its users.

Safe Harbor Statement

The press release may include certain statements that are not descriptions of historical facts but are forward looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section21E of the Securities Exchange Act of 1934. These forward-looking statements may include the description of our plans and objectives for future operations, assumptions underlying such plans and objectives, and other forward-looking terminology such as “may,” “expects,” “believes,” “anticipates,” “intends,” “projects,” or similar terms, variations of such terms or the negative of such terms. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements made herein. Such information is based upon various assumptions made by, and expectations of, our management that were reasonable when made but may prove to be incorrect. All of such assumptions are inherently subject to significant economic and competitive uncertainties and contingencies beyond our control and upon assumptions with respect to the future business decisions which are subject to change. Accordingly, there can be no assurance that actual results will meet expectations and actual results may vary (perhaps materially) from certain of the results anticipated herein. No information in this press release should be construed in any way whatsoever as an indication of the Company’s future revenues, results of operations, or revenues.

XML

Cover	Feb. 28, 2024
Cover [Abstract]
Entity Registrant Name	brooqLy, Inc.
Entity Central Index Key	0001854526
Document Type	8-K
Amendment Flag	false
Entity Emerging Growth Company	false
Document Period End Date	Feb. 28, 2024
Entity File Number	000-56399
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	86-2265420
Entity Address Address Line 1	10101 S. Robert Road
Entity Address Address Line 2	Suite 209
Entity Address City Or Town	Palos Hill
Entity Address State Or Province	IL
Entity Address Postal Zip Code	60465
City Area Code	718
Local Phone Number	705-8770
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false