REALBIZ MEDIA GROUP, INC. (OTCMKTS:RBIZ) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On May 26, 2017, RealBiz Media Group, Inc. (the Company) received
$130,000 from Auctus Fund, LLC (Auctus), a Delaware limited
liability company, and issued Auctus a promissory note (the Note)
in the same principal amount to the terms of a securities
purchase agreement (the Agreement). The Note accrues interest at
a rate of 8% per annum and matures on February 17, 2018 (the
Maturity Date). Auctus shall have the right from any time after
the issuance date of the Note until the later of (i) the Maturity
Date and (ii) the date of payment of the Default Amount (as
defined in the Note) to convert the principal amount of the Note
into shares of the Companys common stock at a price equal to the
lesser of (i) 60% multiplied by the lowest Trading Price (as
defined in the Note) during the previous 25 trading day period
ending on the latest complete trading day prior to the date of
the Note and (ii) 60% multiplied by the Market Price (as defined
in the Note); provided, however, that Auctus may not
convert the Note to the extent that such conversion would result
in Auctus beneficial ownership being in excess of 4.99% of the
Companys issued and outstanding common stock together with all
shares owned by Auctus and its affiliates (the Beneficial
Ownership Limit). Auctus may, on not less than 61 days prior
notice to the Company, waive the Beneficial Ownership Limit. to
the terms of the Note, the Company may, at any time, prepay the
principal amount of the Note together with interest accrued
thereon.
The Note has not been registered under the Securities Act of
1933, as amended (the Securities Act), or the securities laws of
any state, and was offered and issued in reliance on the
exemption from registration under the Securities Act, afforded by
Section 4(a)(2).
The foregoing description of the Agreement and Note is not
complete and is qualified in its entirety by reference to the
full text of the form of the Agreement and Note, a copy of which
is filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this
report and is incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
Reference is made to the disclosure set forth under Item 1.01 of
this Current Report on Form 8-K, which disclosure is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 10.1 |
Securities Purchase Agreement by and between the Company and Auctus Fund, LLC |
| 10.2 | Form of Convertible Promissory Note |
About REALBIZ MEDIA GROUP, INC. (OTCMKTS:RBIZ)
RealBiz Media Group, Inc. is a real estate digital media and technology company. The Company is engaged in the business of providing digital media and marketing services for the real estate industry. It operates in real estate, primarily through Web-assisted services segment. The Company, through its HomeTourNetwork operation provides a television video-on-demand network, a MicroVideo App network and an existing Virtual Tour network. It provides video search, storage and marketing capabilities on multiple platform dynamics for Web, mobile and television. It offers products and services, including enterprise video production, Nestbuilder Agent 2.0, The Virtual Tour (VT) and Microvideo App (MVA), ReachFactor, NestBuilder Website Portal, Nestbuilder Agent and Ezflix Mobile App. It offers services to franchisor accounts in the North America real estate market for compiling listings into a video format and distributing to franchisor’s Websites, brokers and agents, and platforms. REALBIZ MEDIA GROUP, INC. (OTCMKTS:RBIZ) Recent Trading Information
REALBIZ MEDIA GROUP, INC. (OTCMKTS:RBIZ) closed its last trading session 00.0000 at 0.0200 with 305,660 shares trading hands.
