Exhibit 10.1
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): November 17, 2021
CYBER APPS WORLD INC.
(Exact Name of Registrant as Specified in Charter)
| Nevada | 000-50693 | 90-0314205 |
| (State
or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS
Employer Identification Number) |
9436 W. Lake Mead Blvd., Ste. 5-53
Las Vegas NV 89134-8340
(Address of Principal Executive Offices, Zip Code)
Registrant’s telephone number, including area code: (702) 805-0632
N/A
(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 obligation of the registrant under any of the following provisions:
☐ Written communication 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: None
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 3.02 Unregistered Sales of Equity Securities
On November 17, 2021, we completed a securities purchase agreement with Sixth Street Lending LLC (“Sixth Street”) whereby the Company issued a convertible promissory note in the principal amount of $55,000 (the “Note”) to Sixth Street. The Company has received net proceeds of $51,250 in cash from Power Up. Interest accrues on the outstanding principal amount of the Note at the rate of 10% per year. The Note is due and payable on November 15, 2022. The Note is convertible into common stock at any time 180 days after the issue date at 61% multiplied by the lowest trading price during the twenty trading days prior to the conversion date. Sixth Street does not have the right to convert the Note to the extent that it would beneficially own in excess of 4.99% of our outstanding common stock. The Company shall have the right, exercisable on not more than three trading days’ notice to Sixth Street, to prepay the outstanding balance on this Note for 130% of all unpaid principal and interest if paid within 180 days of the issue date.
The foregoing description is qualified in its entirety by reference to the convertible note, which is filed as an exhibit to this current report and is incorporated herein by reference.
We completed this offering pursuant to Rule 506 of Regulation D of the Securities Act.
Regulation D and Rule 506 Compliance
No advertising or general solicitation was employed in offering the securities. The offer and sales were made to an accredited investor and we have restricted transfer of the securities in accordance with the requirements of the Securities Act of 1933, as amended.
Pursuant to the limitations on resale contained in Regulation D, we exercised reasonable care to assure that purchaser was not an underwriter within the meaning of section 2(11) of the Act by inquiring of the purchaser the following: (1) that the purchaser was purchasing the securities for the purchaser’s own account for investment purposes and not with a view towards distribution, and (2) that the purchaser had no arrangement or intention to sell the securities. Further, written disclosure was provided to each purchaser prior to the sale that the securities have not been registered under the Act and, therefore, cannot be resold unless the securities are registered under the Act or unless an exemption from registration is available.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit No. | Description |
| 10.1 | Convertible Promissory Note executed by Cyber Apps World, Inc. dated for reference November 15, 2021. |
1
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Cyber Apps World Inc. | ||
| Date: November 17, 2021 | By: | /s/ Mohammed Irfan Rafimiya Kazi |
| Mohammed Irfan Rafimiya Kazi, President | ||
2
Exhibit 10.1
N$BD/ PC!MI48(&%C
M&2,CKR