8-K
VNUE, Inc. (RDCT)
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
Date of Report (Date of earliest event reported):
September 24, 2021
| VNUE, INC. | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Nevada | 000-53462 | 98-0543851 |
| --- | --- | --- |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
104 W. 29th Street 11th Floor
New York, NY 10001
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code:
(833) 937-5493
Former name or former address, if changed since last report: N/A
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 (See General Instruction A.2 below):
☐ 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 |
| --- | --- | --- |
| 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 ☐
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 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On September 24, 2021, the Company and its largest creditor, Ylimit, LLC, a Texas limited liability company (“Ylimit”), agreed to restructure its existing 10% convertible note of $492,528 of principal and $364,629 in interest to an 8%, non-convertible promissory note due and payable on September 30, 2022. Under the amended note, Ylimit increased the principal amount by $107,000 for an aggregate principal amount of $857,157. The restructure completely eliminates an overhang of a possible 857,000,000 shares of the Company’s common stock. As of December 31, 2020, the Company had convertible notes payable of $1,956,922 and a derivative liability of $3,156,582 on the balance sheet. With this transaction, the Company reduces the convertible debt to $635,714, and leaves no derivative liability at all.
The foregoing description of the amendment is qualified in its entirety by reference to such amendment, which is filed hereto as Exhibit 4.1, and is incorporated herein by reference.
On September 27, 2021, the Company issued a press release about the restructuring, a copy of which is included as Exhibit 99.1.
SECTION 2 - FINANCIAL INFORMATION
Item 2.03 – Creation of a Direct Financial Obligation
The information set forth in Items 1.01 is incorporated into this Item 2.03 by reference.
SECTION 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description |
|---|---|
| 4.1 | Amendment to Secured Convertible Promissory Note, dated September 24, 2021 |
| 99.1 | Press Release dated September 27, 2021 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| 2 | |
| --- |
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 thereunto duly authorized.
| VNUE, INC. | ||
|---|---|---|
| Date: September 27, 2021 | By: | /s/ ZACH BAIR |
| Zach Bair | ||
| CEO & Chairman | ||
| 3 | ||
| --- |
vnue_ex41.htm EXHIBIT 4.1
| THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THAT ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. |
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AMENDMENT TO ORIGINAL SECURED CONVERTIBLE PROMISSORY NOTE
It is hereby recalled and ratified by the parties that the parties entered into the Original Secured Promissory Note dated May 9, 2016 by and between VNUE, Inc., a Nevada corporation, (“Borrower”) and Ylimit, LLC, a Texas limited liability company (“Lender”), in the original principal sum of $1,348,208.00 USD. On May 17, 2021, Borrower and Lender executed a Conversion and Cancellation of Debt Agreement, which converted $962,680 of that principal sum due. The principal sum noted above has been reduced by $962,680 USD as a result of Lender conversions to Borrower’s common stock and Series A Preferred Stock. The conversions were a combination of $.014 per share for common shares, and $1.20 per share for the Series A Preferred Shares. After the conversions, the Remaining Debt, which included accrued interest to that date, was then $737,844.00 USD. Borrower has requested the Lender extend the note maturity until September 30, 2022, and Lender hereby agrees to do so upon the terms of this Amended Note herein contained and for the additional consideration described herein.
Lender and Borrower hereby agree that the principal of this Amendment to Original Secured Convertible Promissory Note shall increase in the amount of $107,000, and additional interest of $12,313.00 USD, resulting in a new principal sum of $857,157.00 USD, which includes all interest as of that date. All principal and accrued and unpaid interest shall be payable upon the new maturity of September 30, 2022.
In addition, Lender and Borrower hereby agree that Section 3 pertaining to the Borrower’s right to convert the Note into shares of Lender’s common stock shall be deleted in its entirety, such that Borrower shall no longer be able to convert any principal and accrued and unpaid interest into shares of Lender’s common stock. Furthermore, Lender and Borrower agree to reduce the interest rate to 8% simple interest per annum upon the Remaining Debt amount of $857,157.00 USD.
Lender and Borrower hereby agree that this Amendment to Original Secured Convertible Promissory Note shall be effective upon execution by both parties.
- Consideration for this Amendment. The consideration for this Amendment shall be the party's mutual promises as expressed herein.
| -1- |
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- All Other Provisions of the Original Note and Subsequent Amendments. Borrower and Lender hereby agree that all other terms of the Original Secured Convertible Promissory Note and subsequent Amendments shall also apply to this Amendment including, but not limited to, the security interest granted to Lender and that all terms of the Original Secured Convertible Promissory Note and subsequent Amendments are hereby incorporated herein by this reference and remain in full force and effect as if originally contained herein, other than any conversion provisions whatsoever. Should any term of this Amendment be deemed in conflict with any term contained in the Original Secured Convertible Promissory Note or subsequent Amendments, then the terms of this Amendment to Original Secured Convertible Promissory Note shall control.
THIS AMENDMENT REPRESENTS THE FINAL AGREEMENT BETWEEN BORROWER AND LENDER CONCERNING THE MATTERS HEREIN AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
IN WITNESS WHEREOF, the undersigned have executed this Amended Note on and as of the 24th day of September, 2021.
| BORROWER: | |
|---|---|
| Vnue, Inc. | |
| By: | /s/ Zach Bair |
| Name: | Zach Bair |
| Title: | Chief Executive Officer | | LENDER: | | | Ylimit, LLC | | | By: | /s/ Gary Blum |
| Name: | Gary Blum |
| Title: | Managing Member |
| -2- |
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vnue_ex991.htm EXHIBIT 99.1
VNUE RESTRUCTURES $857,000 OF CONVERTIBLE DEBT AND INTERESTINTO PROMISSORY NOTE
TRANSACTION SIGNIFICANTLY IMPROVES COMPANY'S CAPITAL STRUCTURE
New York, September 27, 2021
VNUE, Inc. (OTC: "VNUE") announced today that its largest creditor, YLimit, LLC has agreed to restructure its existing 10% convertible note of $492,528 of principal and $364,629 in interest to an 8%, $857,157 non-convertible promissory note due and payable on September 30, 2022.
Zach Bair, Chairman and CEO stated, “Agreeing to this transaction is another tremendous vote of confidence by YLimit, our largest and oldest investor. On May 17, 2021, YLimit converted $963,000 of its debt to equity. Now, they are agreeing to restructure their convertible note in a straight promissory note. Although I have remained confident that Ylimit has had no intention of converting their debt and interest into what would have amounted to approximately 857,000,000 shares of our common stock, this restructure sends a definitive message to our shareholders and investors that any perceived overhang of these shares from a potential convertible note conversion is now completely eliminated. This puts the Company in a much better position for its continued quest to uplist to the OTCQB market.
Mr. Bair continued, “On December 31, 2020 we had convertible notes payable of $1,956,922, and a derivative liability of $3,156,582 on our balance sheet. With this transaction, I am very pleased to report that we now have just $635,714 in convertible debt and our derivative liability is zero.”
About VNUE, Inc. ( www.vnue.com ) VNUE, Inc., (OTC: VNUE) is a multi-faceted music technology company dedicated to monetizing the live music experience for artists, labels, writers, and publishers, with products such as its set.fm instant content distribution platform (www.set.fm), exclusive license partner and "instant live" pioneer DiscLive (www.disclive.net), and protecting the rights of artists and writers with the company's Soundstr music recognition technology (MRT) (www.soundstr.com). The veteran entrepreneurs, artists and songwriters behind VNUE, led by music and tech entrepreneur and recording artist Zach Bair (www.zachbairmusic.com), are passionate about the future of their industry and ensuring that rights holders' value is not lost amid always-changing technology. VNUE also holds a 4.99% stake in RockHouse Live International, a new live music venue & restaurant chain that was recently launched in Clearwater Beach Florida, and which is expanding globally, with new locations recently opened in Key West, FL, and Oxford, MS.
Safe Harbor
This press release may contain forward looking statements which are based on current expectations, forecasts, and assumptions that involve risks as well as uncertainties that could cause actual outcomes and results to differ materially from those anticipated or expected, including statements related to the amount and timing of expected revenues, statements related to our financial performance, expected income, distributions, and future growth for upcoming quarterly and annual periods. These risks and uncertainties are further defined in filings and reports by the Company with the U.S. Securities and Exchange Commission (SEC). Actual results and the timing of certain events could differ materially from those projected in or contemplated by the forward-looking statements due to a number of factors detailed from time to time in our filings with the SEC. Among other matters, the Company may not be able to sustain growth or achieve profitability based upon many factors including but not limited to general stock market conditions. Reference is hereby made to cautionary statements set forth in the Company’s most recent SEC filings. We have incurred and will continue to incur significant expenses in our expansion of our existing as well as new service lines noting there is no assurance that we will generate enough revenues to offset those costs in both the near and long term. Additional service offerings may expose us to additional legal and regulatory costs and unknown exposure(s) based upon the various geopolitical locations we will be providing services in, the impact of which cannot be predicted at this time.