Current Report Filing (8-k)
15 Juni 2022 - 1:38PM
Edgar (US Regulatory)
0001683131
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0001683131
2022-06-09
2022-06-09
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xbrli:shares
iso4217:USD
xbrli:shares
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 9, 2022
_______________________________
FORZA
INNOVATIONS INC.
(Exact
name of registrant as specified in its charter)
_______________________________
| Wyoming |
000-56131 |
30-0852686 |
| (State
or Other Jurisdiction |
(Commission |
(I.R.S.
Employer |
| of
Incorporation) |
File
Number) |
Identification
No.) |
406
9th Avenue, Suite 210
San
Diego, California 92101
Tel:
(702)
205-2064
(Address
and telephone number of principal executive offices)
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))
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
Trading
Symbol(s) |
Name
of each exchange on which registered |
| |
|
|
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.
Effective
June 9, 2022, Forza Innovations Inc. (the “Company”) closed a securities purchase agreement, dated June 3, 2022 (the “Purchase
Agreement”) with Coventry Enterprises, LLC (“Coventry”), pursuant to which Coventry Enterprises purchased a 10% unsecured
promissory Note (the “Note”) from the Company in the principal amount of $480,000 of which $80,016 was retained by Coventry
through an Original Issue Discount for due diligence and origination related to this transaction.
The Note
carries “Guaranteed Interest” on the principal amount at the rate of 10% per annum for the twelve-month term of the Note
for an aggregate Guaranteed Interest $48,000. The Principal Amount and the Guaranteed Interest shall be due and payable in seven equal
monthly payments of $75,428.57 commencing on November 3, 2022 and continuing on the 3rd day of each month thereafter until paid in full
not later than May 3, 2023 (the “Maturity Date”).
The Company
is also required to issue Coventry 3,000,000 restricted shares of its Common Stock as a commitment fee. The issuance of the shares to
Coventry will be issued in reliance upon the exemptions from the registration requirements of the Securities Act of 1933, as amended,
afforded the Company under Section 4(a)(2) promulgated thereunder.
The foregoing
description of the abovementioned Purchase Agreement and Note are not complete and are qualified in their entirety by reference to the
text of the abovementioned agreements , which are attached to this Current Report on Form 8-K as Exhibit 10.1 and 10.2 and incorporated
in this Item 1.01 by reference.
Item 1.02 Termination of a Material Definitive Agreement.
From the
proceeds of the Note, the Company has paid off in full the previous note that it had entered into Coventry effective January 11, 2022
(and disclosed by the Company on a Form 8-K it filed with the Commission on January 14, 2022) (the “Previous Note”). The
Company is no longer obligated to make any payments or issue any shares to Coventry pursuant to the Previous Note.
Item 2.03 Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement by a Registrant
The disclosure
under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.
Item 3.02 Unregistered Sales of Equity Securities
The disclosure
under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.02 by reference.
Item
7.01 Regulation FD Disclosure
The
information in this report shall not be treated as filed for purposes of the Securities Exchange Act of 1934, as amended.
Attached hereto as Exhibit 99.1 and incorporated by reference herein
is a press release of Forza Innovations Inc. (the “Company”) titled “Forza Innovations Inc. Announces $480,000 Financing
Agreement”.
Item
8.01 Other Events
Share
Cancellation
On June
8, 2022, the Company’s President Johnny Forzani agreed to cancel and return to treasury 100,000,000 shares of common stock issued
in his name.
Item 9.01 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.
| |
FORZA
INNOVATIONS INC. |
| |
|
|
| Date:
June 15, 2022 |
By: |
/s/ Johnny
Forzani |
| |
|
Johnny
Forzani, President & C.E.O. |
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