0001065949-20-000109.txt : 20200720 0001065949-20-000109.hdr.sgml : 20200720 20200720151540 ACCESSION NUMBER: 0001065949-20-000109 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200713 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20200720 DATE AS OF CHANGE: 20200720 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-13215 FILM NUMBER: 201036335 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/A 1 cloud8kamendjuly202020.htm

______________________________________________________________________________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________________________________________________

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 13, 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. ¨

Explanatory Note

This Current Report on Form 8-K/A amends and restates the Current Report on Form 8-K filed by CloudCommerce, Inc. on July 15, 2020.

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. On July 13, 2020, an accredited investor converted $25,943.84 in principal, interest and fees resulting in the issuance of 25,943,836 shares of common stock. The accredited investor has withdrawn their conversion notice and has agreed to return the shares to the Company.

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: July 20, 2020	By:	/s/ Andrew Van Noy
		Name: Andrew Van Noy
		Title: Chief Executive Officer