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): February 1, 2021
FOURTH WAVE ENERGY, INC.
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(Exact name of Registrant as specified in its charter)
Nevada 333-227286 467-4046237
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
75 E Santa Clara St., 6th Floor
San Jose, CA 95113
(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (818) 855-8199
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17CFR 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-14c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each Trading Name of each exchange on which
class Symbol(s) registered
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None N/A N/A
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (ss.203.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (ss.204.12b-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. |X|
Item 2.03. Creation Of Direct Financial Obligation Or An Obligation Under An
Off-Balance Sheet Arrangement Of A Registrant.
Between January 31, 2020 and September 30, 2020, the Company sold
convertible notes in the principal amount of $164,000 to a group of private
investors. The notes are unsecured, bear interest at 8% per year, and are due
and payable on February 15, 2021. At the option of the holders, the notes can be
converted into shares of the Company's common stock. The number of shares of the
Company's common stock which will be issued upon any conversion will be
determined by dividing the amount to be converted by $0.25. All of the notes
have since been converted into shares of the Company's common stock.
Between September 30, 2020 and February 3, 2021, the Company sold
convertible notes in the principal amount of $375,000 to a group of private
investors. The loans are unsecured, bear interest at 8% per year, and are due
and payable at various dates in April 2021. At the option of the lenders the
loans may be converted into shares of the Company's common stock. The number of
shares of the Company's common stock which will be issued upon any conversion
will be determined by dividing the amount to be converted by $0.10.
The Company relied upon the exemption provided by Section 4(a)(2) of the
Securities Act of 1933 in connection with sale of the notes described above. The
persons who acquired the notes were sophisticated investors and were provided
full information regarding the Company's operations. There was no general
solicitation in connection with the sale of the notes. The persons who acquired
the notes acquired them for their own accounts. The notes cannot be sold except
pursuant to an effective registration statement or an exemption from
registration. No commission was paid in connection with the sale of the notes.
Item 3.02. Unregistered Sale of Equity Securities.
On February 1, 2021 the Company sold 1,700,000 shares of its common stock
to an unrelated third party for $204,000.
The Company relied upon the exemption provided by Section 4(a)(2) of the
Securities Act of 1933 in connection with sale of these shares. The person who
acquired these shares was a sophisticated investor and was provided full
information regarding the Company's operations. There was no general
solicitation in connection with the sale of the shares. The person who acquired
the shares acquired them for its own account. The shares cannot be sold except
pursuant to an effective registration statement or an exemption from
registration. No commission was paid in connection with the sale of the shares.
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.
Date: February 4, 2021
FOURTH WAVE ENERGY, INC.
By: /s/ J. Jacob Isaacs
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J. Jacob Isaacs,
Chief Executive Officer
