8-K - ATDS - Equibles

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

WASHINGTON,D.C. 20549

FORM8-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 12, 2021

DATA443RISK MITIGATION, INC.

(Exact Name of Registrant as Specified in Charter)

Nevada	000-30542	86-0914051
(State<br> or Other Jurisdiction<br><br> <br>of<br> Incorporation)	(Commission<br> File<br><br> <br>Number)	(IRS<br> Employer<br><br> <br>Identification<br> No.)

101J Morris Commons Lane, Suite 105

Morrisville,North Carolina 27560

(Address of Principal Executive Offices)

Registrant’stelephone number, including area code: 919-858-6542

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<br> communications pursuant to Rule 425 under the Securities Act
[ ]	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act
[ ]	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act
[ ]	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
none	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 [X]

If an emerging growth company, indicate by checkmark 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 1.01	ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

A.Blue Citi Notes.

On February 12, 2021, Data443 Risk Mitigation, Inc. (the “Company”) entered into the Blue Citi Notes Settlement Agreement, with an effective date of February 8, 2021 (the “Blue Citi Agreement”), with Blue Citi LLC (“Blue Citi”). Pursuant to the Blue Citi Agreement, the Company and Blue Citi agreed, among other things, to (i) a fixed conversion price for each of the convertible variable price notes issued by the Company in favor of Blue Citi (collectively, the “Blue Citi Notes”); and, (ii) settle all disputes regarding the Blue Citi Notes and mutually release each other from all claims and liabilities arising under the Blue Citi Notes (other than the payment and conversion obligations under the Blue Citi Notes.

As additional consideration, the Company and Blue Citi further agreed as follows with regard to each of the Blue Citi Notes:

(i) All accrued and unpaid interest under the Blue Citi Notes shall be nullified in full and be deemed to be zero, and no further interest of any amount shall accrue on any of the Blue Citi Notes.

(ii) At no time shall the total ownership of shares of the Company’s common stock (the “Common Stock”) by Blue Citi exceed 9.99% of the total number of issued and outstanding shares of Common Stock.

(iii) The Company shall have no right to prepayment, or any other right to repay in cash, any of the Blue Citi Notes. Similarly, Blue Citi shall have no right to demand cash payment under any of the Blue Citi Notes.

(iv) Blue Citi shall be limited in its sales of Common Stock to a maximum of fifty million (50,000,000) shares of Common Stock each calendar week. However, in the event that the total volume of traded shares for the Common Stock exceeds three hundred million (300,000,000) in any calendar week, then the trading limitation for the following calendar week shall be increased to seventy five million (75,000,000) shares of Common Stock.

With regard to each of the respective Blue Citi Notes, the Company and Blue Citi further agreed as follows:

(i) Convertible note in the original principal amount of Two Hundred Thousand Dollars ($200,000) issued on 08 January 2020 shall have a fixed conversion price of $0.01, resulting in the issuance of 20,000,000 shares upon conversion.

(ii) Convertible note in the original principal amount of Twenty Five Thousand Dollars ($25,000) issued on 01 July 2020 shall be nullified in full and be deemed to be zero, and be of no further force and effect.

(iii) Convertible note in the original principal amount of One Hundred Fifty Thousand Dollars ($150,000) issued on 01 July 2020 shall have a fixed conversion price of $0.01, resulting in the issuance of 15,000,000 shares upon conversion.

(iv) Convertible note in the original principal amount of Two Hundred Thousand Dollars ($200,000) issued on 03 August 2020 shall have a fixed conversion price of $0.005, resulting in the issuance of 40,000,000 shares upon conversion.

(v) Convertible note in the original principal amount of Three Hundred Thousand Dollars ($300,000) issued on 24 August 2020 shall have a fixed conversion price of $0.005, resulting in the issuance of 60,000,000 shares upon conversion.

(vi) Convertible note in the original principal amount of Three Hundred Twenty Five Thousand Dollars ($325,000) issued on 30 September 2020 shall have a fixed conversion price of $0.015, resulting in the issuance of 21,666,667 shares upon conversion.

(vii) Convertible note in the original principal amount of Four Hundred Thousand Dollars ($400,000) issued on 17 November 2020 shall have a fixed conversion price of $0.0035, resulting in the issuance of 34,285,714 shares upon conversion.

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The foregoing description of the Blue Citi Agreement does not purport to be complete and is qualified in its entirety by the actual language contained in the Blue Citi Agreement.

B.Geneva Roth Note.

On February 16, 2021, the Company and Geneva Roth Remark Holdings, Inc. (“Geneva Roth”) finalized and closed the Securities Exchange Agreement, with an effective date of February 12, 2021 (the “Exchange Agreement”). Geneva Roth is the holder of that certain Convertible Promissory Note in the original principal amount of Sixty Three Thousand Dollars ($63,000) dated September 10, 2020, with a maturity date of September 10, 2021 (the “Geneva Roth Note”). Pursuant to the Exchange Agreement, and solely in exchange for the Geneva Roth Note, Geneva Roth exchanged the Geneva Roth Note for six thousand five hundred sixty (6,560) shares of our Series B Preferred Stock (the “Issued Shares”). The Original Note shall thereafter be cancelled and be of no further force and effect.

The foregoing description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by the actual language contained in the Exchange Agreement.

ITEM 2.03	CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

The information contained in Item 1.01 of this Current Report on Form 8-K with respect to the Blue Citi Agreement; Blue Citi Notes; Exchange Agreement; and, Issued Shares, inclusive, is hereby incorporated by reference in this Item 2.03.

ITEM 3.02	UNREGISTERED SALES OF EQUITY SECURITIES.

The information set forth in Item 1.01 of this Current Report on Form 8-K with regard to the Issued Shares is hereby incorporated by reference in this Item 3.02. The Issued Shares were offered and sold without registration under the Securities Act of 1933 (the “Securities Act”) in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder; Section 3(a)(9) of the Securities Act; and, in reliance on similar exemptions under applicable state laws.

ITEM 3.03	MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.

The information contained in Item 1.01 of this Current Report on Form 8-K with respect to the Blue Citi Agreement; Blue Citi Notes; Exchange Agreement; Geneva Roth Note; and, Issued Shares, inclusive, is hereby incorporated by reference in this Item 3.03.

ITEM 7.01	REGULATION FD DISCLOSURE.

On February 18, 2021, the Company issued a press release announcing the transactions effected under the Blue Citi Agreement and the Exchange Agreement, respectively.

ITEM 9.01	FINANCIAL STATEMENTS AND EXHIBITS.

(d)Exhibits.

The following Exhibits are furnished with this Report:

Exhibit<br> No.	Exhibit<br> Description
99.1	Press Release issued by the Company on February 18, 2021.

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SIGNATURE

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: 18 February 2021	DATA443 RISK MITIGATION, INC.
	BY:	/S/ JASON REMILLARD
		Jason<br> Remillard,
		Chief<br> Executive Officer

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Exhibit99.1

DATA443ANNOUNCES RETIREMENT OF ALL CONVERTIBLE DEBT LIABILITIES

StrengthensBalance Sheet, Removes over $10 Million in Derivative Liabilities

RESEARCH TRIANGLE PARK, NC, February 18, 2021 – Data443 Risk Mitigation, Inc. (“Data443” or the “Company”) (OTCPK: ATDS), a leading data security and privacy software company, is pleased to announce that it has retired all outstanding debt liabilities with a variable conversion rate feature. The immediate impact on the Company’s financials is the elimination of over $10,000,000 in derivative liabilities.

With the culmination of extraordinary efforts and negotiations, all outstanding convertible notes have been settled at beneficial rates. Additionally, the shares issued are subject to specific ‘leak out’ provisions to afford our shareholders additional protection.

Effective February 16, 2021, all outstanding convertible variable rate notes issued by the Company are:

-	Retired and nullified
-	No prepayment or other penalties applied
-	No warrants or other consideration was issued
-	Shares issued are subject to measured and protective leak out provisions

Material terms will be disclosed in an 8-K to be filed separately with the SEC.

MANAGEMENTCOMMENTARY:

“We are very excited to be able to deliver on this significant milestone,” commented Jason Remillard, President, and Founder of Data443. “As the Company moves forward with its business plan, we have also been working continuously to improve our balance sheet, cap table, and debt position. We felt it was essential to take this next step now to rationalize and simplify our current financial condition, enhance our market positioning, and position us for continued growth as we move into the next phase of the Company’s maturation.”

“These transactions provide us immediate benefits in terms of our ability to grow Data443. Moving from convertible debt instruments to more shareholder-friendly financing arrangements will allow us to raise capital for organic growth and acquisitions more efficiently at much better terms. Leveraging these benefits will continue to be important throughout the year as we continue on our growth trajectory. Our continued progress and maturation as an organization continues to be realized and demonstrated with our performance in the marketplace and with customers,” concluded Mr. Remillard.

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AboutData443 Risk Mitigation, Inc.

Data443 Risk Mitigation, Inc. (OTCPK: ATDS), is the de facto industry leader in Data Privacy Solutions for All Things Data Security™, providing software and services to enable secure data across local devices, network, cloud, and databases, at rest and in flight. Its suite of products and services is highlighted by: (i) ARALOC^™^, which is a market leading secure, cloud-based platform for the management, protection and distribution of digital content to the desktop and mobile devices, which protects an organization’s confidential content and intellectual property assets from leakage — malicious or accidental — without impacting collaboration between all stakeholders; (ii) DATAEXPRESS^®^, the leading data transport, transformation and delivery product trusted by leading financial organizations worldwide; (iii) ArcMail^™^, which is a leading provider of simple, secure and cost-effective email and enterprise archiving and management solutions; (iv) ClassiDocs^®^the Company’s award-winning data classification and governance technology, which supports CCPA, LGPD, and GDPR compliance; (v) ClassiDocs^™^ for Blockchain, which provides an active implementation for the Ripple XRP that protects blockchain transactions from inadvertent disclosure and data leaks; (vi) Data443^™^ Global Privacy Manager^™^, the privacy compliance and consumer loss mitigation platform which is integrated with ClassiDocs^™^ to do the delivery portions of GDPR and CCPA as well as process Data Privacy Access Requests – removal request – with inventory by ClassiDocs^™^; (vii) Resilient Access^TM^, which enables fine-grained access controls across myriad platforms at scale for internal client systems and commercial public cloud platforms like Salesforce, Box.Net, Google G Suite, Microsoft OneDrive and others; (viii) Data443^™^ Chat History Scanner, which scans chat messages for Compliance, Security, PII, PI, PCI & custom keywords; (ix) the CCPA Framework WordPress plugin, which enables organizations of all sizes to comply with the CCPA privacy framework; (x) FileFacets^®^, a Software-as-a-Service (SaaS) platform that performs sophisticated data discovery and content search of structured and unstructured data within corporate networks, servers, content management systems, email, desktops and laptops; (xi) the GDPR Framework WordPress plugin, with over 30,000 active users and over 400,000 downloads it enables organizations of all sizes to comply with the GDPR and other privacy frameworks; and (xii) IntellyWP, a leading purveyor of user experience enhancement products for webmasters for the world’s largest content management platform, WordPress. For more information, please visit http://www.data443.com.

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Forward-LookingStatements

The statements contained in this release that are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Words such as “may,” “will,” “could,” “should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursuant,” “target,” “continue,” and similar expressions are intended to identify such forward-looking statements. The statements in this press release that are not historical statements, including statements regarding Data443’s plans, objectives, future opportunities for Data443’s services, future financial performance and operating results and any other statements regarding Data443’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts, are forward-looking statements within the meaning of the federal securities laws. These statements are not guarantees of future performance and are subject to numerous risks, uncertainties, and assumptions, many of which are beyond Data443’s control, and which could cause actual results to differ materially from the results expressed or implied by the statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict, and include, without limitation, results of litigation, settlements and investigations; actions by third parties, including governmental agencies; volatility in customer spending; global economic conditions; ability to hire and retain personnel; loss of, or reduction in business with, key customers; difficulty with growth and integration of acquisitions; product liability; cybersecurity risk; anti-takeover measures in our charter documents; and, the uncertainties created by the ongoing outbreak of a respiratory illness caused by the 2019 novel coronavirus that was recently named by the World Health Organization as COVID-19. These and other important risk factors are described more fully in our reports and other documents filed with the Securities and Exchange Commission (“the SEC”), including under (i) “Part I, Item 1A. Risk Factors”, in our Registration Statement on Form 10 filed with the SEC on January 11, 2019 and amended on April 24, 2019; (ii) “Part I, Item 1A. Risk Factors”, in our Annual Report on Form 10-K filed with the SEC on April 17, 2020; and, (iii) subsequent filings. Undue reliance should not be placed on the forward-looking statements in this press release, which are based on information available to us on the date hereof. Except as otherwise required by applicable law, we undertake no obligation to publicly update or revise any forward-looking statements, whether because of new information, future events, or otherwise.

The Data443^™^ logo, ClassiDocs^™^ logo, ARALOC^™^ logo, DATAEXPRESS^®^ and FILEFACETS^®^are registered trademarks of Data443 Risk Mitigation, Inc.

All product names, trademarks and registered trademarks are property of their respective owners. All company, product and service names used in this website are for identification purposes only. Use of these names, trademarks and brands does not imply endorsement.

All other trademarks cited herein are the property of their respective owners.

ForFurther Information:

Signup for our Investor Newsletter: https://www.data443.com/investor-relations/

InvestorRelations Contact:

Matthew Abenante

ir@data443.com

919.858.6542

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