0001065949-20-000087.txt : 20200618 0001065949-20-000087.hdr.sgml : 20200618 20200618143010 ACCESSION NUMBER: 0001065949-20-000087 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200616 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20200618 DATE AS OF CHANGE: 20200618 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLOUDCOMMERCE, INC. CENTRAL INDEX KEY: 0000743758 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS RETAIL [5900] IRS NUMBER: 300050402 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13215 FILM NUMBER: 20972087 BUSINESS ADDRESS: STREET 1: 321 SIXTH STREET CITY: SAN ANTONIO STATE: TX ZIP: 78215 BUSINESS PHONE: 805-964-3313 MAIL ADDRESS: STREET 1: 321 SIXTH STREET CITY: SAN ANTONIO STATE: TX ZIP: 78215 FORMER COMPANY: FORMER CONFORMED NAME: WARP 9, INC. DATE OF NAME CHANGE: 20061114 FORMER COMPANY: FORMER CONFORMED NAME: ROAMING MESSENGER INC DATE OF NAME CHANGE: 20020522 FORMER COMPANY: FORMER CONFORMED NAME: JNS MARKETING INC DATE OF NAME CHANGE: 19940610 8-K 1 cloud8kjune182020.htm

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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): June 16, 2020

CLOUDCOMMERCE, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-13215	30-0050402
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	IRS Employer Identification No.)

321 Sixth Street

San Antonio, TX

78215

(Address of Principal Executive Offices)

(Zip Code)

(805) 964-3313

(Registrant’s telephone number, including area code)

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 communications pursuant to Rule 425 under the Securities Act

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

¨ 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:

Tile of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

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.

As previously reported, CloudCommerce, Inc. (the “Company”) entered into securities purchase agreements pursuant to which it issued convertible notes to various accredited investors, which notes are convertible into shares of the Company’s common stock on the terms and subject to the conditions set forth in the various securities purchase agreements and associated notes. Certain accredited investors converted an aggregate of $26,700.00 in principal, interest and fees resulting in the issuance of an aggregate of 44,500,000 shares of common stock.

The securities above were offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended, since, among other things, the transactions did not involve a public offering of the securities.

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 thereunto duly authorized.

	CLOUDCOMMERCE, INC.


Date: June 18, 2020	By:	/s/ Andrew Van Noy
		Name: Andrew Van Noy
		Title: Chief Executive Officer