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): November 17, 2020

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.	Exchange of Smea2z Note.
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Effective 17 November 2020, Data443 Risk Mitigation, Inc. (the “Company”) entered into an agreement with an existing lender to settle a dispute regarding a convertible promissory note, and exchanged that note for a newly issued note. The disputed note, referred to herein as the “Smea2z Note”, was originally issued on 23 October 2018 in favor of SMEA2Z LLC in the original principal amount of Two Hundred Twenty Thousand Dollars ($220,000), with a variable conversion feature at discount to the market price, and a maturity date of 23 July 2019. Subsequent to the issuance of the Smea2z Note, a series of agreements were executed which amended various terms and conditions of the Smea2z Note, resulting in, among other things, a purported current principal balance of Six Hundred Thousand Eight Hundred Fifty Dollars ($608,850), a variable conversion feature at a deeper discount to the market price, and a maturity date of 30 June 2021. The Smea2z Note was recently acquired by the current holder.

The Company and the holder executed a Settlement and Release Agreement (the “Settlement Agreement”) under which, among things, they agreed to settle all disputes regarding the Smea2z Note and release each other from all liability under the Smea2z Note. As a result, the Smea2z Note was cancelled, and a new note was issued (the “Exchange Note”) in exchange for the Smea2z Note.

The Exchange Note was issued as of 17 November 2020 in the reduced original principal amount of Four Hundred Thousand Dollars ($400,000). The Exchange Note further provides as follows:

(1)	No<br> further interest shall accrue so long as there is no event of default.
(2)	Maturity<br> date remains the same: 30 June 2021.
(3)	No<br> right to prepay.
(4)	Conversion<br> price is fixed at $0.0035.
(5)	Typical<br> events of default for such a note, as well as a default in the event the closing price for the Company’s common stock<br> is less than $0.0035 for at least 5-consecutive days.
(6)	Leak<br> out provision:
(a)	One<br> conversion per week, for no more than forty million shares;
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(b)	If<br> the trading volume for the Company’s common stock exceeds fifty million shares on any day, a second conversion may be<br> exercised during that week, again for no more than forty million shares (a total of eighty million shares for that week).

The foregoing descriptions of the Settlement Agreement and the Exchange Note do not purport to be complete and are qualified in their entirety by the actual language contained in the Settlement Agreement and the Exchange Note, respectively.

B.	Exchange of Warrants.

In a separate transaction, effective 18 November 2020, the Company entered into an agreement with three existing investors in the Company (the “Holders”), each of which was the holder of warrants issued the Company. The total number of warrants (collectively, the “Warrants”) held by the Holders totaled 617,682 (which were accounted for in the Company’s financial statements at approximately 300,000,000 warrants after resets and derivative liabilities). The Company and the Holders agreed to exchange the Warrants for three newly issued promissory notes (the “Warrant Exchange Notes”). As a result of the exchange, the Warrants are now cancelled and of no further force and effect.

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The Warrants Exchange Notes were issued as of 18 November 2020 in the total original principal amount of One Hundred Thousand Dollars ($100,000). The Warrant Exchange Notes further provide as follows:

(1)	Interest<br> accrues at 5% per annum.
(2)	Maturity<br> date of 18 November 2025.
(3)	No<br> right to prepay.
(4)	Conversion<br> price is fixed at $0.01.
(5)	Typical<br> events of default for such a note.

The foregoing descriptions of the Warrant Exchange Notes do not purport to be complete and are qualified in their entirety by the actual language contained in each of the Warrant Exchange Notes, respectively.

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 Settlement Agreement, Exchange Note, and the Warrant Exchange Notes, inclusive, is hereby incorporated by reference.

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 Smea2z Note, Settlement Agreement, Exchange Note, Warrants, and Warrant Exchange Notes is hereby incorporated by reference.

ITEM 7.01	REGULATION FD DISCLOSURE.

On 18 November 2020 the Company issued a press release announcing the cancellation of the Warrants in exchange for the Warrant Exchange Notes. A copy of the press release is attached hereto as Exhibit 99.1.

On 19 November 2020 the Company issued a press release announcing the Settlement Agreement and the cancellation of the Smea2z Note in exchange for the Exchange Note. A copy of the press release is attached hereto as Exhibit 99.2.

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 18 November 2020.
99.2	Press Release issued by the Company on 19 November 2020.

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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:<br> 20 November 2020	DATA443 RISK MITIGATION, INC.
	By:	/S/ JASON REMILLARD
		Jason<br> Remillard,
		Chief<br> Executive Officer

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Exhibit99.1

DATA443ANNOUNCES ELIMINATION OF WARRANTS AS PART OF SETTLEMENT, CONTINUES PATH TO MAJOR MARKET UPLIST

ShareholderFriendly Transaction Removes Significant Derivative Liability Component

RESEARCH TRIANGLE PARK, NC, November 18, 2020 – Data443 Risk Mitigation, Inc. (“Data443” or the “Company”) (OTCPK: ATDS), a leading data security and privacy software company for ALL THINGS DATA SECURITY™, is pleased to announce a settlement agreement with a long-term PIPE investor group resulting in elimination of substantial outstanding warrants.

MAJORHIGHLIGHTS OF THE TRANSACTION:

●	Over<br> 300,000,000 warrants have been cancelled
●	The<br> Company has issued fixed-floor promissory notes to three investors in connection to the warrants with no derivative instruments<br> attached for a total of $100,000
●	As<br> a result, the Company has eliminated virtually all outstanding warrants and derivative liabilities outstanding pertaining<br> to warrant conditions related to warrant-based instruments

Jason Remillard, CEO of Data443 commented, “This transaction is important for the Company’s continued financial health, removing a major hurdle towards completing further transactions that we are expecting to close in the near future. This transaction is an excellent resolution for the Company and introduces shareholder-friendly fixed debt instruments into our financing mix, that will continue to be important measures as we proceed into our next phases of our business growth. We thank our long-term investors for their continued support of the business and our joint goals!”

BUSINESSUPDATE CONFERENCE CALL

Data443 will hold a Business Update Conference Call and Webcast on Thursday, November 19, 2020 at 4:30pm ET.

Investors and other interested parties may submit their questions ahead of time by emailing Investor Relations at ir@data443.com.

Online registration is available at: https://info.data443.com/2020q3-business-update

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.

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 17 April 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, ALL THINGS DATA SECURITY™, ClassiDocs^™^ logo, ARALOC^™^ logo and DATAEXPRESS^®^ 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.

Allother 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

Exhibit99.2

DATA443ANNOUNCES FURTHER REDUCTION IN DEBT, WITH MORE SHAREHOLDER-FRIENDLY TERMS, AND SIGNIFICANT REDUCTION IN DERIVATIVE LIABILITIES

TransactionContinues Path to National Market Up-listing

RESEARCH TRIANGLE PARK, NC, November 19, 2020 – Data443 Risk Mitigation, Inc. (“Data443” or the “Company”) (OTCPK: ATDS), a leading data security and privacy software company for ALL THINGS DATA SECURITY^™^, is pleased to announce agreements between the Company and its single largest investor, resulting in (i) $200,000 reduction in the principal owed under an existing convertible note; (ii) more shareholder-friendly fixed conversion price terms, in place of variable rate conversion terms; (iii) elimination of the derivative liability component of the note; and, (iv) leak out provisions that place limitations on the investor’s ability to convert.

MAJORHIGHLIGHTS OF THE TRANSACTION:

●	A<br> 33% reduction in amount owed under the existing convertible note
●	Fixed<br> conversion price eliminates the derivative liability component under the convertible note, positively impacting our financial<br> statements
●	Leak<br> out provision removes downward pressure on our stock price by limiting the amount to be converted during any week for the<br> life of the note if it is converted
●	No<br> issuance of any additional consideration or material change in terms of the convertible note in exchange for the settlement
●	Maintains<br> cooperative and positive relationship with investor

Jason Remillard, CEO of Data443 commented, “Combined with our recent termination of virtually all outstanding warrants, this agreement represents another key milestone in our on-going efforts to substantially strengthen our financial position and improve our standing in the capital markets. This is critically important for Data443 and its shareholders, as it will lead to achieving far better (and more shareholder-friendly) financing terms to fund future acquisitions and opportunities, at a nimbler pace.”

“While reducing our outstanding debt by $200,000 is important, it is just as significant that we have eliminated the derivative liability from this note, which has long been a drag on our financials. Further, this transaction removes the variable rate conversion feature. Anytime we can reduce our debt without having to issue additional material consideration is always a win for our company. When that debt reduction is combined with the reduction in downward selling pressure that these convertible notes have had on our share price, it is a great result for our shareholders and a reason for the investing public to take further interest in our company. It is also reason to thank our investors for their continued support and a vote of confidence in our commitment to our shareholders,” concluded Mr. Remillard.

BUSINESSUPDATE CONFERENCE CALL

Data443 will hold a Business Update Conference Call and Webcast later today, Thursday, November 19, 2020 at 4:30pm ET.

Investors and other interested parties may submit their questions ahead of time by emailing Investor Relations at ir@data443.com.

Online registration is available at: https://info.data443.com/2020q3-business-update

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^™^, 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.

Forward-LookingStatements

The Data443^™^ logo, ALL THINGS DATA SECURITY^™^, ClassiDocs^™^ logo, ARALOC^™^logo and DATAEXPRESS^®^ are registered trademarks of Data443 Risk Mitigation, Inc.

Allother 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