Current Report Filing (8-k)
06 Mai 2022 - 9:36PM
Edgar (US Regulatory)
0001725516
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0001725516
2022-05-05
2022-05-05
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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): |
|
May
5, 2022 |
Nestbuilder.com
Corp.
(Exact
name of registrant as specified in its charter)
Nevada |
|
000-55875 |
|
82-3254264 |
(State
or other
jurisdiction
of incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
201
W. Passaic Street, Suite 301
Rochelle
Park, NJ 07662
(Address
of principal executive offices) (zip code)
(201)
845-7001
(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 (see General Instruction A.2. below):
☐ |
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)) |
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 1.01 Entry Into a Material Definitive Agreement.
On
May 6, 2022, we entered into a First Amendment to Settlement Agreement with each of Alex Aliksanyan,
our Chief Executive Officer and Director, William McLeod, our Secretary and Director, Thomas Grbelja, our Chief Financial Officer
and Director, and Julio Fernandez, a former employee and current third-party service provider, pursuant to which we amended a Settlement
Agreement dated February 4, 2022 with each such individual to clarify that certain other agreements were not terminated in connection
with the execution of the Settlement Agreement, namely a Common Stock Purchase Warrant dated August 20, 2019 and a Securities Purchase
Agreement dated December 10, 2020 (including a Senior Convertible Promissory Note and Common Stock Purchase Warrant issued thereunder).
Item 3.02 Unregistered Sale of Equity Securities.
On
May 5, 2022, we issued a total of 335,505 shares of our common stock to eight investors in connection with the exercise of Common Stock
Purchase Warrants issued pursuant to that certain Securities Purchase Agreement dated December 10, 2020. Each of the Common Stock Purchase
Warrants was exercised at $0.02 per share. In connection with the foregoing, Alex Aliksanyan, our Chief Executive Officer and Director,
received 30,505 shares of our common stock; Thomas Grbelja, our Chief Financial Officer and Director, received 50,000 shares of our common
stock; and William McLeod, our Secretary and Director, received 50,000 shares of our common stock. The issuances of common stock were
exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, and the holders were all either accredited or sophisticated
investors familiar with our operations.
Item
9.01 Financial Statements and Exhibits.
(d)
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.
Dated:
May 6, 2022 |
Nestbuilder.com
Corp., |
|
a
Nevada corporation |
|
|
|
|
|
/s/
Alex Aliksanyan |
|
By: |
Alex
Aliksanyan |
|
Its: |
Chief
Executive Officer |
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