Item 1.01Entry into a Material Definitive Agreement

On October 25, 2021, Beyond Commerce, Inc., a Nevada corporation (the "Company"), entered into a Stock Purchase Agreement (the "SPA") with one investor (the "Investor") to purchase 10,000 shares of the Company's Series C Convertible Preferred Stock, convertible into a total of 100,000,000 shares of the Company's common stock, par value $0.01 (the "Shares"). The SPA contains standards representation, warranties and covenants made by each party in the SPA. The foregoing description of the SPA does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.02Unregistered Sales of Equity Securities.

The relevant information in Item 1.01 on this Current Report on Form 8-K, regarding the SPA, is incorporated herein by reference. The Shares are not registered under the Securities Act of 1933, as amended (the "Securities Act") but qualified for exemption under Section 4(a)(2) and/or Regulation D of the Securities Act. The Shares are exempt from registration under Section 4(a)(2) of the Securities Act because the issuance of such securities by the Company did not involve a "public offering," as defined in Section 4(a)(2) of the Securities Act, due to the insubstantial number of persons involved in the transaction manner of the issuance, and number of securities issued. The Company did not undertake an offering or issuance in which it issued a high number of securities to a high number of persons. In addition, the Investor had the necessary investment intent as required by Section 4(a)(2) of the Securities Act since he agreed to, and received, securities bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a "public offering." Based on an analysis of the above factors, the Company has met the requirements to qualify for exemption under Section 4(a)(2) of the Securities Act.

Item. 9.01Financial Statements and Exhibits.





(d) Exhibits



Exhibit No.:   Description:
10.1#            Form of Stock Purchase Agreement, dated October 25, 2021
104            Inline XBRL for the cover page of this Current Report on Form 8-K

#Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of the Regulation S-K. The Company will furnish supplementally copies of omitted schedules and exhibits to the Securities and Exchange Commission or its staff upon its request

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