UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 1. 01 Entry into a Material Definitive Agreement.
On April 10, 2023 (the “Closing Date”), The Marquie Group, Inc. (the “Company”) entered into a Securities Purchase Agreement (“SPA”) in connection with the issuance of a discounted convertible promissory note (“Note”) in the aggregate principal amount of $61,100 for cash consideration of $55,000. The Note matures on April 10, 2024 (the “Maturity Date”), and bears interest at the rate of 12% per annum. The Note may be prepaid prior to its Maturity Date. The Note, together with all interest as accrued, is convertible into shares of the Company’s common stock at a price equal to $0.003, and is subject to adjustment for stock dividends, stock splits, stock combinations, rights offerings, reclassifications or similar transaction stock consolidations. The SPA and the Note have piggy-back registration rights should the Company file a registration statement. The SPA and the Note also contain certain representations, warranties, conditions, restrictions, and covenants of the Company that are customary in such transactions with smaller companies.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On April 10, 2023, the Company executed the SPA and issued the Note as described in Item 1.01 above. The Note may be accelerated by the holder in the event of default and the rate of interest on the Note will increase to 16% per annum. In addition, the amount due and payable under the Note (and, consequently, the number of shares of common stock convertible thereunto) may be increased to 125% of the principal amount of the Note, plus default interest as accrued thereon, in the event of default. The Note is a direct financial obligation of the Company and is considered a current liability of the Company for accounting purposes.
Item 3.02 Unregistered Sales of Equity Securities.
On April 10, 2023, the Company issued a Note convertible into equity securities of the Company as described in Item 1.01 above. The purchaser of the Note was an “accredited investor” as such term is defined by rules promulgated by the Securities and Exchange Commission (“SEC”). No solicitation was made and no underwriting discounts were given or paid in connection with this transaction. The Company believes that the issuance of shares pursuant to the Acquisition was exempt from registration with the SEC pursuant to Section 4(2) of the Securities Act of 1933.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 10.1 | Securities Purchase Agreement dated April 10, 2023 between The Marquie Group, Inc. and MacRab, LLC. | |
| 10.2 | Convertible Promissory Note issued by The Marquie Group, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
| The Marquie Group, Inc. | ||
| Date: June 23, 2023 | By: /s/ Marc Angell | |
| Marc Angell | ||
| Chief Executive Officer |
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