8-K/A
Edgemode, Inc. (EDGM)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
FORM 8-K/A
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 25, 2020
PIERRE CORP.
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\(Exact name of Registrant as specified in its charter\)
Nevada 333-227286 467-4046237
(State or other jurisdiction (Commission File No.) (IRS Employer of incorporation) Identification No.)
75 E Santa Clara St., 6th Floor
San Jose, CA 95113
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\(Address of principal executive offices, including Zip Code\)
Registrant's telephone number, including area code: \(818\) 855-8199
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] 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-14c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Trading Symbol(s) 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 (ss.203.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (ss.204.12b-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. [ ]
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Item 2.03. Creation Of Direct Financial Obligation Or An Obligation Under An Off-Balance Sheet Arrangement Of A Registrant.
During February and March 2020 the Company sold convertible notes in the
principal amount of $164,000. The notes are unsecured, bear interest at 8% per year, and are due and payable on February 15, 2021
At the option of the holder, the notes can be converted into shares of the
Company's common stock. The number of shares of the Company's common stock which will be issued upon any conversion will be determined by dividing the amount to be converted by $0.25.
Item 3.02. Unregistered Sale of Equity Securities.
The Company relied upon the exemption provided by Section 4\(a\)\(2\) of the
Securities Act of 1933 in connection with sale of the securities described in Item 2.03 of this report. The persons who acquired these securities were sophisticated investors and were provided full information regarding the Company's operations. There was no general solicitation in connection with the sale of the notes. The persons who acquired the notes acquired them for their own accounts. The notes cannot be sold except pursuant to an effective registration statement or an exemption from registration.
Item 9.01 Financial Statement and Exhibits
Number Description
4.1 Form of Convertible Note
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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.
Date: March 16, 2020. PIERRE CORP.
By: /S/ J. Jacob Isaacs
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J. Jacob Isaacs, Chief Executive
Officer
EXHIBIT 4.1
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CONVERTIBLE NOTE
Pierre Corp., a corporation duly organized and existing under the laws of
Nevada (herein referred to as the "Company"), for value received, hereby promises to pay to the order of __________________, the principal sum of $___________ on or before February 15, 2021, at the office of the Company in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts, and to pay interest on said principal sum at the rate of 8% per annum, at said office, in like coin or currency.
At the option of the holder hereof, this Note or any portion hereof which
is $100 or any integral multiple of $100 may, at any time on or before the payment of this Note, be converted at the principal amount hereof, or of such portion hereof, into fully paid and nonassessable shares of common stock of the Company upon surrender of this Note to the Company at its office or agency, accompanied by written notice of election to convert and (if so required by the Company) instruments of transfer in form satisfactory to the Company, duly executed by the holder or by his duly authorized attorney.
The number of shares of the Company's common stock which will be issued
upon any conversion will be determined by dividing the amount to be converted by $0.25.
This Note shall be deemed to be a contract made under the laws of Nevada
and for all purposes shall be construed in accordance with the laws of Nevada.
Dated: _________, 2020 PIERRE CORP.
By:
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J. Jacob Isaacs, Chief Executive Officer