Current Report Filing (8-k)
June 26 2017 - 3:39PM
Edgar (US Regulatory)
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): June 26, 2017
REALBIZ
MEDIA GROUP, INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
001-34106
|
|
11-3820796
|
(State
or otherjurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(I.R.S.
Employer
Identification
No.)
|
9711
Washingtonian Boulevard, #550
Gaithersburg,
MD 20850
(Address
of principal executive offices) (zip code)
|
(908)
758-3787
(Registrant’s
telephone number, including area code)
|
(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
communications 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))
|
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 [X]
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
1.01 Entry into a Material Definitive Agreement.
On
June 21, 2017, RealBiz Media Group, Inc. (the “Company”) received $100,000 from EMA Financial LLC, LLC (“EMA”),
and issued EMA a promissory note (the “Note”) in the same principal amount pursuant to the terms of a securities purchase
agreement (the “Agreement”). The Note accrues interest rate at a rate of 8% per annum and matures on June 27,
2018 (the “Maturity Date”). EMA 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 Company’s common stock at a price equal to the lesser of (i) 60% multiplied by the
lowest sale price during the 15 consecutive trading days and (ii) the closing sale price of the Company’s Common Stock on
June 20, 2017;
provided, however
, that EMA may not convert the Note to the extent that such conversion would result in
EMA’ beneficial ownership being in excess of 4.99% of the Company’s issued and outstanding common stock together with
all shares owned by EMA and its affiliates (the “Beneficial Ownership Limit”). EMA may, on not less than 61 days’
prior notice to the Company, waive the Beneficial Ownership Limit. Pursuant to the terms of the Note, the Company may, at any
time from the date of issuance to the date which is six months from issuance, prepay the principal amount of the Note together
with interest accrued thereon multiplied by the Prepayment Factor (as defined in the Note). Although the Note is dated April
27, 2018, the Note was only funded on June 21, 2017 and accordingly that is the date for purposes of calculating when interest
commences and for conversion purpose under Rule 144.
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 EMA Financial, LLC dated June 22, 2017
|
10.2
|
Form
of Convertible Promissory Note
|
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.
|
RealBiz
Media Group, Inc.
|
|
|
Dated:
June 26, 2017
|
/s/
Anshu Bhatnagar
|
|
Anshu
Bhatnagar
|
|
Chief
Executive Officer
|
Verus (CE) (USOTC:VRUS)
Historical Stock Chart
From Apr 2024 to May 2024
Verus (CE) (USOTC:VRUS)
Historical Stock Chart
From May 2023 to May 2024
Real-Time news about Verus International Inc (CE) (OTCMarkets): 0 recent articles
More Realbiz Media Group, Inc News Articles