Attached files
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| EX-10.1 - COMPILATION OF FF SECURITIES PURCHASE AGREEMENT - Tego Cyber, Inc. | tego_ex10-1.htm |
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): December 31, 2020 (December 28,
2020)
TEGO CYBER INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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333-248929
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84-2678167
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification ID No.)
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8565 South Eastern Avenue, Suite 150
Las Vegas, Nevada 89123
(Address
of principal executive offices)(Zip Code)
(855) 939-0100
(Registrant’s
telephone number, including area code)
Not Applicable
(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 obligations 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 CFR240.13e-4(c))
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 [x]
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
December 28, 2020, Tego Cyber Inc., a Nevada corporation (the
“Company”), closed a funding transaction totaling
$120,000 ($95,000 net of fees, commissions and costs) as described
below.
Securities Purchase Agreement, Convertible Promissory Note, and
Common Stock Purchase Warrant Agreement with FirstFire Global
Opportunities Fund, LLC, a Delaware limited liability company
(“FF”)
On
December 28, 2020 (“Effective Date’), the Company
executed the following agreements with FF: (i) Securities Purchase
Agreement; (ii) Convertible Promissory Note (“Note”);
and a (iii) Common Stock Purchase Warrant Agreement; (collectively
the “FF Agreements”). The Company entered into the FF
Agreements with the to acquire working capital.
The
total amount of funding under the FF Agreements is $95,000. The
Note carries an original issue discount of $10,000, legal fees to
Fabian VanCott in the amount of $5,000, and a fee to Carter, Terry
& Company, Inc. (CRD 16365) in the amount of $10,000, for total
debt of $120,000 (“Debt”). The Company issued 110,000
commitment shares related to the FF Agreements. The Company agreed
to reserve 2,500,000 shares of its common stock for issuance if any
Debt is converted. The Debt is due on or before August 28, 2021
(“Maturity Date”). The Debt carries an interest rate of
eight percent (8%). The Debt is convertible into the
Company’s common stock at the fixed price of $0.10, subject
to adjustment as provided for in the Note. The principal sum as
well as any accrued and unpaid interest and other fees shall be due
and payable on the Maturity Date
The FF
Agreements are qualified in their entirety by reference to the FF
Agreements, copies of which are attached to this Current Report on
Form 8-K as Exhibit 10.1 and incorporated by reference into this
Item 1.01. Certain capitalized terms used herein but not otherwise
defined shall have the meaning ascribed thereto in the Transaction
Documents.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The information provided in response to Item 1.01 of this report is
incorporated by reference into this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities.
See the disclosures made in Item 1.01, which are incorporated
herein by reference. All securities issued in the FF Agreements
were issued in a transaction exempt from registration pursuant to
Section 4(a)(2) and Rule 506(b) Securities Act of 1933. The FF
transactions did not involve a public offering, the sale of the
securities was made without general solicitation or advertising,
there was no underwriter, and no underwriting commissions were
paid.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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Compilation
of FF Securities Purchase Agreement, Convertible Promissory Note
and Other Agreements (Filed herewith)
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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.
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TEGO
CYBER INC.
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Date: December
31, 2020
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By:
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/s/ Shannon
Wilkinson
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Shannon
Wilkinson
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Chief Executive
Officer
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