8-K
Oculus Inc. (OVTZ)
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
April 19, 2021
Date of Report (Date of earliest event reported)
OCULUS VISIONTECH INC.
(Exact name of registrant as specified in its charter)
| Wyoming | 000-29651 | 06-1576391 |
|---|---|---|
| (State or other jurisdiction of<br><br> <br>incorporation) | (Commission File<br><br> <br>Number) | (IRS Employer Identification<br><br> <br>No.) |
| #507 –837 West Hastings Street<br><br> <br>Vancouver, British Columbia Canada | V6C 3N6 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
(604) 685-1017
Registrant’s telephone number, including area code
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K 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 (17 CFR 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-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title 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 as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 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. ☐
SECTION 3 – SECURIIIES AND TRADING MARKETS
Item 3.02 Unregistered Sales of Equity Securities.
On April 19, 2021, Oculus VisionTech Inc. (the “Company”) completed an unregistered private placement offering (the “Offering”) of 4,900,000 units (the “Units”) at a price of CAD$0.80 per Unit, for aggregate gross proceeds of CAD$3,920,000. Each Unit consisted of one common share (each, a “Unit Share”) and one common share purchase warrant (each, a “Warrant”). Each Warrant is exercisable by the holder to acquire one additional common share of the Company (each, a “Warrant Share”) at an exercise price of CAD$1.00 for a period of 24 months, expiring April 19, 2023 (the “Warrant Expiry Date”). The Warrant Expiry Date may be accelerated at the Company’s discretion if the closing price of the common shares of the Company on the TSX Venture Exchange is equal to or greater than CAD$2.50 per common share for a minimum of ten consecutive trading days, and the Company provides notice of such acceleration in accordance with the terms of the Warrants.
In connection with the Offering, the Company issued an aggregate of 2,079,650 Unit Shares and 2,079,650 Warrants to accredited investors in the United States in reliance on Rule 506(b) of Regulation D under the Securities Act, for aggregate gross proceeds of CAD$1,663,720. The balance of 2,820,350 Unit Shares and 2,820,350 Warrants were offered and sold in offshore transactions in reliance on Rule 903 of Regulation S (“Regulation S”) under the Securities Act, for aggregate gross proceeds of CAD$2,256,280.
The Company paid cash finders’ fees in the amount of CAD$42,000, representing 6.0% of the gross proceeds raised in the Offering from Units sold in offshore transactions in reliance upon Rule 903 of Regulation S.
One insider of the Company subscribed for a total of 100,000 Units in connection with the Offering. Such participation is considered to be a “related party transaction” as defined under Multilateral Instrument 61-101 (“MI 61-101”). The transaction was exempt from the formal valuation and minority shareholder approval requirements of MI 61-101, as neither the fair market value of any securities issued to nor the consideration paid by such persons exceeded 25% of the Company’s market capitalization.
Oculus intends to use the net proceeds of the Offering for general working capital, commercialization and marketing of the ComplyTrust ^TM^ suite of products, including the upcoming ForgetMe-Yes ^TM^^^GA launch.
SECTION 8 – OTHER EVENTS
Item 8.01 Other Events
On April 19, 2021, the Company issued a news release reporting the closing of the Offering. A copy of the news release is included as Exhibit 99.1 to this report on Form 8-K and is incorporated by reference into this Item 8.01.
No Offer or Solicitation
This communication does not constitute an offer to sell, or the solicitation of an offer to subscribe for or buy, any securities nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
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Caution Regarding Forward-Looking Information and “Safe Harbor” Statement
This report contains forward-looking statements under applicable securities laws, including, but not limited to, statements related to the intended uses of the proceeds received from the Offering, and other statements that are not historical facts. These forward-looking statements are based on the Company’s current expectations and inherently involve significant risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in such forward looking statements as a result of these risks and uncertainties, which include, without limitation, risks related to the Company’s ability to pursue its business objectives and the ability of the Company to raise the additional financing required to fund its business objectives and current operations; and those risks detailed from time-to-time under the caption “Risk Factors” and elsewhere in the Company’s SEC filings and reports, including in its annual report on Form 10-K for the year ended December 31, 2020. The Company undertakes no duty or obligation to update any forward-looking statements contained in this presentation as a result of new information, future events or changes in its expectations.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
| Exhibit<br> Number | Description |
|---|---|
| 99.1 | News release dated April 19, 2021 re: Oculus Completes Non-Brokered Private Placement of Units. |
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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.
| OCULUS VISIONTECH INC. | ||
|---|---|---|
| DATE: April 22, 2021 | By: | /s/ Anton J. Drescher |
| Anton J. Drescher | ||
| Chief Financial Officer |
“”
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ex_242783.htm
Exhibit 99.1
**NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES**
#507 – 837 West Hastings Street
Vancouver, BC V6C 3N6 / 604-685-1017
N E W S R E L E A S E
Oculus Completes Non-Brokered Private Placement of Units
Vancouver, British Columbia, April 19, 2021: Oculus VisionTech Inc. (the “Company” or “Oculus”) (TSX.V: OVT; OTCQB: OVTZ; FSE: USF1), is pleased to announce, further to its press release of March 31, 2021 that it has closed the non-brokered private placement financing of 4,900,000 units of the Company (a “Unit”) at a price of $0.80 per Unit for gross proceeds of $3,920,000 (the “Offering”).
Each Unit consisted of one common share of the Company (“Shares”) and one common share purchase warrant (“Warrant”), with each Warrant entitling the holder to acquire one additional common share of the Company at an exercise price of $1.00 for a period of 24 months from the date of closing. The expiry date of the Warrants may be accelerated at the Company’s discretion if, the closing price of the Shares on the TSX Venture Exchange is equal to or greater than $2.50 for a minimum of ten consecutive trading days and a notice of acceleration is provided in accordance with the terms of the Warrant.
Oculus intends to use the net proceeds of the Offering for general working capital, commercialization and marketing of the ComplyTrust *^TM^*suite of products, including the upcoming Forget-Me-Yes *^TM^*GA launch.
In connection with the Offering, the Company paid cash finders’ fees in the amount of $42,000, representing 6.0% of the gross proceeds raised in the Offering by certain finders.
The offering is subject to final acceptance by the TSX Venture Exchange upon filing of final documentation.
One (1) insider of the Company subscribed for a total of 100,000 Units in connection with the Offering. Such participation is considered to be a “related party transaction” as defined under Multilateral Instrument 61-101 (“MI 61-101”). The transaction was exempt from the formal valuation and minority shareholder approval requirements of MI 61-101, as neither the fair market value of any securities issued to nor the consideration paid by such persons exceeded 25% of the Company’s market capitalization.
Furthermore, the Shares and Warrants issued pursuant to the Offering have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws of the United States. Accordingly, the Shares and Warrants may not be offered or sold within the United States or to, or for the account or benefit of, “U.S. persons”, as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or a solicitation of any offer to buy any of the securities of the Company.
| Oculus VisionTech Inc. | Apil 19, 2021 |
|---|---|
| News Release – Continued |
The Shares and Warrants issued pursuant to the Offering are “restricted securities” within the meaning of Rule 144(a)(3) of the U.S. Securities Act and contain the appropriate restrictive legends as required under the U.S. Securities Act. In addition, all of the securities issued in connection with the Offering are subject to a statutory hold period in Canada, expiring four months and one day from the date of closing.
About Oculus
Oculus VisionTech Inc. (OVT), www.ovtz.com, is a development-stage technology company focused on cyber security and data privacy compliance solutions for Enterprise business customers. With offices in San Diego, California and Vancouver, British Columbia, the company is currently expanding its’ new ComplyTrust ^TM^, www.complytrust.com, product suite which includes the ComplyScan cloud backup reporting tool and Forget-Me-Yes ^TM^ B2B data privacy Software-as-a-Service (SaaS) platform, optimizing CCPA, CDPA, GDPR, LGPD, SB220 and other regulatory compliance legislation for Salesforce organizations worldwide. OVTZ’s legacy Cloud-DPS digital content protection solution implements invisible forensic watermarking technology that seamlessly embeds imperceptible tracking components into documents and video-frame content that enables tamper-proof legal auditability for intellectual property protection.
Learn more about Oculus at www.ovtz.com or follow us on Twitter (https://twitter.com/OculusVT) or Facebook (https://www.facebook.com/Oculus
ON BEHALF OF THE BOARD OF DIRECTORS
Anton Drescher
Chief Financial Officer and Director
For further information, contact:
Anton Drescher
Telephone: (604) 685-1017
Fax: (604) 685-5777
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release contains forward-looking statements and information within the meaning of applicable securities laws (collectively, “forward-looking statements”), including the United States Private Securities Litigation Reform Act of 1995. All statements in this news release which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations or intentions regarding the future. Such forward-looking statements include, among others, statements as to the intended uses of the proceeds received from the Offering. Often, but not always, forward-looking statements can be identified by words such as “pro forma”, “plans”, “expects”, “may”, “should”, “budget”, “schedules”, “estimates”, “forecasts”, “intends”, “anticipates”, “believes”, “potential” or variations of such words including negative variations thereof and phrases that refer to certain actions, events or results that may, could, would, might or will occur or be taken or achieved. Actual results could differ from those projected in any forward-looking statements due to numerous factors including risks and uncertainties relating to, among others, the change of business focus of the management of Oculus, the inability of Oculus to pursue its current business objectives, the ability of the Company to obtain any required governmental, regulatory or stock exchange approvals, permits, consents or authorizations required, including TSXV final acceptance of the Offering and any planned future activities, and obtain the financing required to carry out its planned future activities. Other factors such as general economic, market or business conditions or changes in laws, regulations and policies affecting the Company’s industry, may also adversely affect the future results or performance of the Company. These forward-looking statements are made as of the date of this news release and Oculus assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in these forward-looking statements. Although Oculus believes that the beliefs, plans, expectations and intentions contained in this news release are reasonable, there can be no assurance those beliefs, plans, expectations, or intentions will prove to be accurate.
Investors should consider all of the information set forth herein and should also refer to the risk factors disclosed in Oculus’ periodic reports filed from time-to-time with the United States Securities Exchange Commission and Canadian securities regulators. These reports and Oculus’ public filings are available at www.sec.gov in the United States and www.sedar.com in Canada.
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