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) January 8, 2021
| FISION Corporation |
| (Exact name of registrant as specified in its charter) |
| Delaware |
| 000-53929 |
| 27-2205792 |
| (State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (IRS Employer Identification No.) |
| 1650 West End Boulevard, Suite 100 Minneapolis, Minnesota |
| 55416 |
| (Address of principal executive offices) |
| (Zip Code) |
(612) 927-3700
Registrant’s telephone number, including area code
Check the appropriate box below if the Form 8-K 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 Januray 6, 2021, Noteholders of the Company, including two of the Board of Directors as affiliate Noteholders, converted a total of $1,478,690.23 for a total of 51,905,038 shares of common stock whereby reducing current liabilities by $1,478,690.23. The affliate Noteholders had conversion terms of the greater of $.05 per share or a ten-day lookback closing trading price of the volume weighted average price, as disclosed in a Form 8-K filing with the U.S. Securities and Exchange Commission on August 26, 2020. Other creditor noteholders had terms of a a ten-day lookback closing trading price of the volume weighted average price or $.05 per share.
The affiliate Noteholder conversions include: a) Michael Brown, Principal Executive Officer, director and Chairman of the Board of the Company converted its remaining Note balance of $254,226.77, at $.05 per share, for 5,084,535 common shares, with no remaining Note balance; and b) Capital Market Solutions LLC, controlled by William Gerhauser, director of the Company, converted its remaining Note balance of $110,904.11, at $.05 per share, for 2,218,082 common shares, with no remaining Note balance.
Other creditor Noteholders include a) Rubicon Software Ltd. converted $100,000 of a $246,500 note, at $.05 per share, for 2,000,000 common shares, with a remaining Note balance of $146,500; b) Garry Lowenthal converted its remaining note balance of $187,876.85, at $.05 per share, for 3,757,537 common shares, with no remaining Note balance. Other creditor Noteholders who converted with terms of a a ten-day lookback closing trading price of the volume weighted average price include: a) Greentree Financial Group, Inc. converted $251,297 on December 31, 2020, into 16,753,133 common shares; and other creditor Noteholders converted on January 6, 2021, an aggregate of $574,385.50 for 22,091,751 common shares, consisting of the following: i) Robert Pullizzotto converted $71,407.19 into 2,746,431 common shares; ii) Thomas Bibb converted $326,820 into 12,570,000 common shares; iii) Joy Pipe USA LP converted $111,000 into 4,269,231 common shares; iv) Roger Johnson converted $26,595.81 into 1,022,916 common shares; and v) Thomas O. Michaels and Margeret M. Michaels JTTEN converted $38,562.50 into 1,483,173 common shares.
As of the date of this Form 8K filing, the Company has a total of 417,075,613 shares of common stock outstanding on January 8, 2021.
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Cautionary Statements Regarding Forward-Looking Information
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” “targets,” or other similar expressions. Such statements may include, but are not limited to, statements about the adjustments to the Company’s valuation allowance for the deferred tax asset balances, future financial and operating results, any need to restate financial statements and related matters, the Company’s plans, objectives, expectations and intentions and other statements that are not historical facts.
Forward-looking statements are subject to significant known and unknown risks, uncertainties and other important factors, and our actual results, performance or achievements could differ materially from future results, performance or achievements expressed in these forward-looking statements. These forward-looking statements are based on the Company’s current beliefs, intentions and expectations and are not guarantees or indicative of future performance, nor should any conclusions be drawn or assumptions be made as to the potential outcome of any strategic initiatives we pursue. Risks and uncertainties relating to the Restatement due to the error in the valuation allowance for deferred tax assets include: the timing of and definitive findings regarding the Company’s assessment of the error in its valuation allowance, including the expected materiality of the adjustments; whether any additional accounting errors or other issues are identified; reactions from the Company’s creditors, stockholders, or business partners; potential delays in the preparation of restated financial statements; our ability to remediate control deficiencies and material weaknesses, and the timing and expense of such remediation; our ability to successfully negotiate and obtain any necessary waivers, amendments and / or forbearances (including any extensions of the foregoing) to credit and financing arrangements and the impact on our business should we fail to obtain such waivers, amendments and / or forbearances; and the impact and result of any litigation or regulatory inquiries or investigations related to the findings of the Company’s assessment or the Company’s Restatement. Important assumptions and other important factors that could cause actual results to differ materially from those forward-looking statements include, but are not limited to, those factors, risks and uncertainties described above and in more detail under the heading “Risk Factors” in the Company’s annual and quarterly reports filed with the SEC.
The above factors, risks and uncertainties are difficult to predict, contain uncertainties that may materially affect actual results and may be beyond the Company’s control. New factors, risks and uncertainties emerge from time to time, and it is not possible for management to predict all such factors, risks and uncertainties. Although the Company believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore any of these statements included herein may prove to be inaccurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the results or conditions described in such statements or our objectives and plans will be achieved. The Company makes no commitment to revise or update any forward-looking statements in order to reflect events or circumstances after the date any such statement is made, except as otherwise required under the federal securities laws. If the Company were in any particular instance to update or correct a forward-looking statement, investors and others should not conclude that the Company would make additional updates or corrections thereafter except as otherwise required under the federal securities laws.
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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.
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| FISION CORPORATION | ||
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| (Registrant) |
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| Dated: January 8, 2021 | By: | /s/ Michael Brown | |
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| Michael Brown Principal Executive Officer | ||
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