TimefireVR Inc. (OTCMKTS:TFVR) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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TimefireVR Inc. (OTCMKTS:TFVR) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

Effective March 6, 2017, TimefireVR Inc., a Nevada corporation
(the Company) closed on a private placement offering (the
Offering) with institutional investors (the Investors) to which
the Company issued and sold the Investors Senior Convertible
Notes (the Notes) in the aggregate principal amount of $750,000,
with an original issue discount of 5%, for gross proceeds to the
Company of $712,500 prior to payment of $20,000 in reimbursement
of legal fees of the lead Investor. The Notes mature on September
3, 2017 (the Maturity Date) and bear interest at 8% per annum. On
the Maturity Date, the Company must repay an amount equal to 120%
of outstanding principal and accrued interest. On the Maturity
Date (and subsequently, if the Holders elect to extend the
Maturity Date), the Investors may elect to convert the Notes into
common stock of the Company at $0.30 per share, subject to
adjustment (the Conversion Price). In addition, the Notes are
redeemable by the Company up to 90 days following issuance at an
amount equal to 110% of outstanding principal and accrued
interest, and thereafter at an amount equal to 120% of
outstanding principal and accrued interest, subject in either
case to upward adjustment to the extent the closing price of the
Companys common stock on the OTCQB exceeds the Conversion Price.
As additional consideration, the Company issued the Investors a
total of 2,500,000 five-year warrants (the Warrants) to purchase
the Companys common stock, which are exercisable on or after the
Maturity Date at $0.35 per share.

The foregoing description of the Offering is a summary only and
is qualified in its entirety by the full text of the Securities
Purchase Agreement related to the Offering, the form of Note, and
the form of Warrant, each of which is filed as an exhibit hereto
and incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity
Securities.

The disclosure included under Item 2.03, above, is incorporated
by reference herein. The Notes, the Warrants, and the shares of
common stock issuable upon conversion and exercise of the Notes
and the Warrants have not been registered under the Securities
Act of 1933 (the Act) and were issued and sold in reliance upon
the exemption from registration contained in Section 4(a)(2) of
the Act and Rule 506(b) promulgated thereunder. These Notes,
Warrants, and shares may not be offered or sold in the absence of
an effective registration statement or exemption from the
registration requirements under the Act.

Item 9.01 Financial Statements and Exhibits.

Exhibit No. Description
10.1 Form of Securities Purchase Agreement
10.2 Form of Senior Convertible Note
10.3 Form of Warrant


About TimefireVR Inc. (OTCMKTS:TFVR)

TimefireVR Inc., formerly EnergyTek Corp., is a software company. The Company’s primary line of business is within the virtual reality industry. The Company is a game development studio, which offers virtual reality platform to a world of entertainment, social media, commerce, cultural immersion, and entertainment for interactive experiential learning. The Company is engaged in creating its primary product, Hypatia. Hypatia, the Company’s virtual reality global city in development for over two years, combines entertainment, social media, cultural immersion, and gaming acting as a framework for cultural exploration. The Company focuses on creating an immersive space in the field of arts, education and social interaction designed to offer an approach to learning that is accessible to all the people. Its virtual reality platform enables users to chat through text or audio with friends and family, and shop, watch videos, concerts and plays.

TimefireVR Inc. (OTCMKTS:TFVR) Recent Trading Information

TimefireVR Inc. (OTCMKTS:TFVR) closed its last trading session 00.000 at 0.500 with 2,000 shares trading hands.