VNUE, INC. Item 1.01 Entry into a Material Definitive Agreement.
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The Company issued to GHS commitment shares of Two (2) shares of Series B Convertible Preferred Stock, along with the 30 shares purchased and a warrant (the "Warrant") to purchase the number of shares of common stock issuable upon conversion of the Series B Convertible Preferred Stock (the "Warrant Shares"). The Company has agreed to register the shares of common stock issuable pursuant to the conversion of the Series B Convertible Preferred Stock and the Warrant Shares.
The foregoing description of the Warrant and Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the documents, which are attached as Exhibits 4.1 and 10.1 to this Current Report on Form 8-K,respectively, and are hereby incorporated herein by reference.
Item 3.02 Unregistered Sales of
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The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
The securities were not registered under the Securities Act, but qualified for exemption under Section 4(a)(2) and/or Regulation D of the Securities Act. The securities were 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, size of the offering, manner of the offering and number of securities offered. The Company did not undertake an offering in which it sold a high number of securities to a high number of investors. In addition, the Investors had the necessary investment intent as required by Section 4(a)(2) of the Securities Act since the Investors agreed to, and received, the 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 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 1.01 and Item 3.02 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
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The foregoing description of the Second Amended and Restated Certificate of Designation does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the document, which is attached as Exhibit 3.1 to this Current Report on Form 8-K, and is hereby incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth in Item 1.01, Item 3.02, and Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
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Item 9.01 Financial Statements and Exhibits
Exhibit No. Description
3.1 Second Amended and Restated Certificate of Designation for Series B
Convertible Preferred Stock
4.1 Warrant dated June 22, 2022
10.1 Securities Purchase Agreement dated June 22, 2022
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