CLOUDCOMMERCE, INC. (OTCMKTS:CLWD) Files An 8-K Entry into a Material Definitive Agreement

CLOUDCOMMERCE, INC. (OTCMKTS:CLWD) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01

Entry Into a Material Definitive Agreement.
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On February 21, 2019, CloudCommerce, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) to which the Company sold a convertible promissory note (the “Promissory Note”) in the aggregate principal amount of $53,000 to an accredited investor (the “Investor”).

The principal and interest under the Promissory Note is due and payable twelve (12) months from the issuance date.

The Promissory Note bears interest at a rate of 10% per annum and is convertible into shares of common stock of the Company at a conversion price which shall equal 61% multiplied by the average of the two (2) lowest Trading Prices (as such term is defined in the Promissory Note) of the Company’s common stock during the twenty (20) Trading Day period ending on the latest complete trading day prior to the conversion date. Notwithstanding the foregoing, the Investor shall be restricted from effecting a conversion, if such conversion, along with the other shares of the Company’s common stock beneficially owned by the Investor and its affiliates, exceeds 4.99% of the outstanding shares of the Company’s common stock.

The Company has the right but not the obligation under the Promissory Note to prepay the outstanding note, wherein the Company would pay to the Investor a percentage of the outstanding note (the “Prepayment Percentage”), such Prepayment Percentage dependent upon the period of time during which the Company elects to prepay the outstanding Promissory Note.

The Agreement also enumerates events of default, which include, but are not limited to, failure to pay principal and interest, breach of covenant, bankruptcy and delisting of common stock.

In connection with the sale of the Promissory Note, the Company relied upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering.

The foregoing description of the Promissory Note does not purport to be complete and is qualified in its entirety by reference to the complete text of the Promissory Note.

Item 2.03 Creation of a Direct Financial Obligation.

The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 is incorporated by reference into this Item 3.02.


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.

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