Current Report Filing (8-k)
23 Março 2023 - 5:06PM
Edgar (US Regulatory)
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0001068689
2023-03-17
2023-03-17
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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): March 17, 2023
DATA443
RISK MITIGATION, INC.
(Exact
Name of Registrant as Specified in Charter)
| Nevada |
|
000-30542 |
|
86-0914051 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
4000
Sancar Drive, Suite 400
Research
Triangle Park, NC 27709
(Address
of Principal Executive Offices)
Registrant’s
telephone number, including area code: (919) 858-6542
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 |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| none |
|
N/A |
|
N/A |
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 checkmark 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. |
As
previously reported on a Current Report on Form 8-K filed on November 7, 2022, on November 4, 2022, Data443 Risk Mitigation, Inc., a
Nevada corporation (“we” or “our”) closed a private placement transaction (the “Offering”) with certain
“accredited investors,” as defined in Rule 501(a) of Regulation D under the Securities Act of 1933,
as amended (the “Securities Act”) (each, an “Investor”). In connection with the Offering, we entered into a securities
purchase agreement (“Original SPA”) with each Investor pursuant to which we offered and sold to the Investors a total of
931,000 shares of our common stock, par value $0.001 (the “Common Stock”), at a purchase price of $1.00 per share, for aggregate
gross proceeds of approximately $931,000.
On
March 17, 2023, we amended the terms of the Original SPA (as amended, the “Amended SPA”). Under the Amended SPA, the number
of shares received by each Investor will be multiplied by 50.
We
continue to intend to use the net proceeds from the Offering for general corporate purposes.
The
Common Stock has not been registered under the Securities Act, and cannot be offered or sold in the United States absent effective registration
or an applicable exemption from registration requirements. For these shares, we are relying on the private placement exemption from registration
provided by Section 4(a)(2) of the Securities Act and by Rule 506 of Regulation D, promulgated thereunder and on similar exemptions under
applicable state laws.
The
Investors will have “piggyback” registration rights that will allow each Investor to elect to have the Common Stock that
the Investor purchased in the Offering included in any underwritten public offering of equity securities we subsequently initiate. The
Common Stock included in any underwritten public offering initiated by us will be subject to limitation based on the discretion of the
underwriter of such offering.
The
foregoing description of the Amended SPA does not purport to be complete and is qualified in its entirety by the terms and conditions
of the document itself. A copy of the form of the Amended SPA is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
| ITEM 3.02 |
Unregistered Sales of Equity Securities. |
The
information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02 in its
entirety.
| ITEM 9.01 |
Financial Statements
and Exhibits. |
The
following exhibits are furnished with this report:
SIGNATURE
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.
| Date:
March 23, 2023 |
DATA443
RISK MITIGATION, INC. |
| |
|
| |
By: |
/s/
Jason Remillard |
| |
|
Jason
Remillard |
| |
|
Chief
Executive Officer |
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