Current Report Filing (8-k)
January 05 2023 - 12:39PM
Edgar (US Regulatory)
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): December 22, 2022
CYBER
APPS WORLD INC.
(Exact
Name of Registrant as Specified in Charter)
Nevada |
|
000-50693 |
|
90-0314205 |
(State
or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification Number) |
9436
W. Lake Mead Blvd., Ste. 5-53
Las
Vegas NV 89134-8340
(Address
of Principal Executive Offices, Zip Code)
Registrant’s
telephone number, including area code: (702) 805-0632
N/A
(Former
Name or Former Address, if Changed Since Last Report)
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:
☐ Written
communication pursuant to Rule 425 under the Securities Act (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(c) under the Exchange Act (17 CFR 240.13e-4(c)).
Securities
registered pursuant to Section 12(b) of the Act: None
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 3.02 Unregistered Sales of Equity Securities
On December 22, 2022, we issued 15,000,000 shares of restricted common
stock at a deemed price of $0.001 per share to Kateryna Malenko, one of our directors. We issued these shares to Ms. Malenko in consideration
of management and director services that she has provided to us.
We issued these shares of common stock pursuant to Section 4(2) of the
Securities Act of 1933. We were able to rely upon this exemption since this issuance does not constitute a public offering of our shares.
In connection with this issuance, Ms. Malenko was provided with access
to all material aspects of the company, including the business, management, offering details, risk factors and financial statements. She
also represented to us that she was acquiring the shares as principal for her own account with investment intent. She also represented
that she was sophisticated, having prior investment experience and having adequate and reasonable opportunity and access to any corporate
information necessary to make an informed decision. This issuance of securities was not accompanied by general advertisement or general
solicitation. The shares were issued with a Rule 144 restrictive legend.
On December 30, 2022, we completed a securities purchase agreement with
JanBella Group LLC (“JanBella”) whereby the Company issued a convertible promissory note in the principal amount of $46,750
(the “Note”) to Janbella. The Company has received net proceeds of $42,500 in cash from JanBella. Interest accrues on the
outstanding principal amount of the Note at the rate of 10% per year. The Note is due and payable in eight installments commencing on
January 15, 2023. The Note is convertible into common stock at any time 180 days after the issue date at a price equal to 61% multiplied
by an average of the three lowest trading prices during the 15 trading days prior to the conversion date. JanBella does not have the right
to convert the Note to the extent that it would beneficially own in excess of 4.99% of our outstanding common stock. The Company shall
have the right, exercisable on not more than three trading days’ notice to Sixth Street, to prepay the outstanding balance on this
Note, which shall include all interest that would have accrued during the full term of the Note. The Note is secured by the 100,000 shares
of preferred stock that the Company issued to Kateryna Malenko, one of its directors.
The foregoing description is qualified in its entirety by reference to
the convertible note, which is filed as an exhibit to this current report and is incorporated herein by reference.
We completed this offering pursuant to Rule 506 of Regulation D of the
Securities Act.
Regulation D and Rule 506 Compliance
No advertising or general solicitation was employed in offering the securities.
The offer and sales were made to an accredited investor and we have restricted transfer of the securities in accordance with the requirements
of the Securities Act of 1933, as amended.
Pursuant to the limitations on resale contained in Regulation D, we exercised
reasonable care to assure that purchaser was not an underwriter within the meaning of section 2(11) of the Act by inquiring of the purchaser
the following: (1) that the purchaser was purchasing the securities for the purchaser's own account for investment purposes and not with
a view towards distribution, and (2) that the purchaser had no arrangement or intention to sell the securities. Further, written disclosure
was provided to each purchaser prior to the sale that the securities have not been registered under the Act and, therefore, cannot be
resold unless the securities are registered under the Act or unless an exemption from registration is available.
Item 9.01 Financial Statements and Exhibits
SIGNATURES
Pursuant to the requirements of the Securities
and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
Cyber
Apps World Inc. |
|
|
|
Date: January
5, 2023 |
By: |
/s/
Mohammed Irfan Rafimiya Kazi |
|
Mohammed
Irfan Rafimiya Kazi, President |
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