Current Report Filing (8-k)
November 19 2021 - 4:01PM
Edgar (US Regulatory)
0001393548
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0001393548
2021-11-17
2021-11-17
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xbrli:shares
iso4217:USD
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): November 17, 2021
CLICKSTREAM
CORPORATION
nevada
|
000-52944
|
46-5582243
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
8549
Wilshire Blvd., Suite 2181
Beverly
Hills, CA 90211
(Address
of principal executive offices)
(213)
205-0684
(Registrant’s
telephone number, including area code)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (See General Instruction A.2. below):
☐
|
Written
communications pursuant to Rule 425 under the Securities Act of 1933 (17 CFR 230.425)
|
☐
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐
|
Pre-commencement
communications pursuant to Rule 13e-4(e) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities registered
pursuant to Section 12(b) of the Act:
Title
of Each Class
|
|
Trading
Symbol(s)
|
|
Name
of each exchange on which registered
|
N/A
|
|
N/A
|
|
N/A
|
Indicate by check
mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging growth
company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.03
|
Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet
Arrangement of the Registrant
|
Effective November 17, 2021, Clickstream Corporation
(the “Company”) issued to Discovery Growth Fund, LLC (the”Payee”)a convertible promissory note (the “Note”)
in the principal amount of $600,000. The Note has an original issue discount of $100,000 (20% discount) and bears interest at the annual
rate of 8%. The principal and accrued interest under the Note,is due on May 16, 2022. Commencing February 16, 2022, the Payee has the
right to exchange the principal plus accrued interest into shares of Company’s Common Stock pursuant to the Company’s Regulation
A Offering. The number of shares to be issued is determined by dividing the exchange amount by the offering price of the Regulation A
Offering. Additionally, the Payee has the right to convert any remaining principal amount and accrued interest into shares of the Company’s
Common Stock at a conversion price of $0.04 per share. The right to convert is qualified by customary blocker provisions in the case where
the holder would beneficially own in excess of 4.99% of the shares outstanding.
The foregoing summary of the Note does not purport to
be complete and is qualified in its entirety by the terms and conditions set forth in the form thereof attached hereto as Exhibit 4.1
which is incorporated by reference herein, in its entirety.
Item 3.03
|
Unregistered Sales of Equity Securities
|
Reference is made to the discussion in Item 2.03, which
is hereby incorporated by reference.
Item 9.01
|
Financial Statements and Exhibits.
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 19, 2021
|
CLICKSTREAM CORPORATION
|
|
|
|
By:
|
/s/ FRANK MAGLIOCHETTI
|
|
|
Frank Magliochetti Chief Executive Officer
|
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