TimefireVR Inc. (OTCMKTS:TFVR) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Effective January 3, 2018, TimefireVRInc., a Nevada corporation (the “Company”) entered into an Exchange Agreement (the “Exchange”) with investors in the Company’s previous private placements (the “Investors”) to which the Company issued 303,714 shares of the Company’s new Convertible Series E Preferred Stock (the “Series E”) in exchange for the cancellation of the following securities:
- 133,333.69 shares of Series A Convertible Preferred Stock (extinguishing such series);
- 14,923.30 shares of Series A-1 Convertible Preferred Stock (extinguishing such series);
- 501.54 shares of Series C Convertible Preferred Stock (extinguishing such series);
- $649,999.99 of Senior Convertible Notes issued March 3, 2017;
- $63,157.90 of Senior Convertible Notes issued August 21, 2017; and
- Warrants to purchase 4,936,401.90 shares of our common stock
Each share of Series E has a stated value of $1,000 and is convertible into shares of our common stock at a conversion price of $1.00 per share (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events. The Series E does not have any price protection from future issuances of securities by the Company at price below the conversion price then in effect. After giving effect to the Exchange and the sale described in item 2.01, the Company has reduced its outstanding indebtedness from $1,946,470 to $773,947.
The foregoing description is a summary only and is qualified in its entirety by the full text of the form of Exchange Agreement and the Certificate of Designations for the Series E, as amended, which have been filed as Exhibits 10.1, 3.1, and 3.2 respectively, to this Form 8-K and are incorporated in this Form 8-K by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On January 3, 2018, the Company entered into a Membership Interest Purchase Agreement (the “Agreement”) by and between the Company and Mitchell Saltz (“Saltz”). to the terms of the Agreement, Saltz acquired all the membership interests of the Company’s subsidiary, Timefire LLC, an Arizona limited liability company (“TLLC”).
In consideration for entering in the Agreement, the Company received: (i) $100,000 in cash and (ii) a secured promissory note (the “Note”) in the principal amount of $120,000 bearing 6% annual interest that matures in nine-months. Additionally, Saltz or TLLC assumed certain of the Company’s liabilities including a sublease agreement entered into by the Company, loans made by Saltz to the Company, a certain $100,000 senior convertible note of the Company dated March 3, 2017, a certain services agreement entered into by the Company, certain past compensation owed to the Company’s former executive officers, and certain credit card debts owed by the Company. The assumed liabilities totaled approximately $558,054.
The foregoing description is qualified in its entirety by reference to the full text of the form of Agreement and the form of Note, which have been filed as Exhibits 10.2 and 4.1, respectively, to this Form 8-K and are incorporated in this Form 8-K by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure included under Items 2.01 and 2.03, above, are incorporated by reference herein. The shares of Series E and the Note 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. The Company believes the Investors are accredited investors. Each of the Investors acquired the Series E for investment purposes only and not with a view to distribution.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description |
| 3.1 | Series E Certificate of Designations |
| 3.2 | Amendment to Series E Certificate of Designations |
| 4.1 | Form of Secured Promissory Note |
| 10.1 | Form of Exchange Agreement * |
| 10.2 | Form of Membership Interest Purchase Agreement * |
* Certain schedules, appendices and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the Securities and Exchange Commission staff upon request.
TimefireVR Inc. ExhibitEX-3.1 2 tfvr0103form8kexh3_1.htm EXHIBIT 3.1 Exhibit 3.1 CERTIFICATE OF DESIGNATIONS OF SERIES E CONVERTIBLE PREFERRED STOCK OF TIMEFIREVR INC. I,…To view the full exhibit click here
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.
