CLOUDCOMMERCE, INC. (OTCMKTS:CLWD) Files An 8-K Entry into a Material Definitive AgreementItem 1.01Entry into a Material Definitive Agreement.
On June 29, 2018, Parscale Digital Inc. (the “Borrower”), a wholly-owned subsidiary of CloudCommerce, Inc., issued a secured promissory note (the “Note”) in the principal amount of seven hundred and fifty thousand ($750,000) in favor of P2Binvestor, Incorporated (the “Noteholder”).
Interest on the unpaid principal balance of the Note accrues at an annual rate of 18%, subject to a default interest rate of 27%. Borrower shall remit to Noteholder monthly payments in accordance with the terms of the Note. All unpaid principal and accrued but unpaid interest thereon, and any fees or other amounts due, under the Note shall be due and payable in full on June 30, 2019. The Borrower may prepay any principal amounts due under the Note in whole or in part at any time or from time to time without penalty or premium.
The Note contains certain events of default, including, failure to timely pay any amounts due under the Note and breach of representations and warranties. All payments of principal, interest and other amounts under the Note are payable immediately upon written demand by the Noteholder to the Borrower upon the occurrence of an event of default and at any time thereafter during the continuance of such event of default.
In connection with the issuance of the Note, the Borrower entered into a security agreement (the “Security Agreement”) to which it granted a security interest in certain collateral of the Borrower to secure the payment and performance of the Secured Obligations, as defined in the Security Agreement.
The foregoing description is a summary of the Note and the Security Agreement, does not purport to be complete and is qualified in its entirety by reference to the full text of the Note and Security Agreement, which are filed as Exhibit 10.1 and 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference to this Item 2.03.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits.
The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.
| Exhibit No. | Description |
| 10.1 | Secured Promissory Note, dated June 29, 2018, issued by Parscale Digital Inc. to P2Binvestor, Incorporated. |
| 10.2 | Security Agreement, dated June 29, 2018, between Parscale Digital Inc. and P2Binvestor, Incorporated. |
CLOUDCOMMERCE, INC. ExhibitEX-10.1 2 ex10_1.htm SECURED PROMISSORY NOTE,…To view the full exhibit click here
About CLOUDCOMMERCE, INC. (OTCMKTS:CLWD)
CloudCommerce, Inc. is a global provider of cloud-driven e-commerce and mobile commerce solutions. The Company focuses primarily on four main areas: engaging frontend design, backend integration, digital marketing and analytics, and complete solutions management. The Company’s core solutions build enterprise back-end application integrations, drive traffic mobile e-commerce, desktop e-commerce and manage hosting. The Company’s digital marketing services include search engine optimization, e-mail campaign creation and social promotions. In addition to digital marketing services, it also applies data analytics to enable businesses understand the behavior of their online customers. In addition to development, the Company also manages its client solutions with services, such as technology consulting, ongoing maintenance, hosting infrastructure build out and management. It customizes solutions using middleware or custom engineering to achieve any level of integration the customers desire.