8-K - WAST - Equibles

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) July5, 2023

METAWORKS

PLATFORMS, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-55049	27-3098487
(State<br> or other jurisdiction<br><br> <br>of<br> incorporation)	(Commission<br><br> <br>File<br> Number)	(IRS<br> Employer<br><br> <br>Identification<br> No.)

3250Oakland Hills Court**, Fairfield**

,

94534

(Address of principal executive offices and Zip Code)

Registrant’s

telephone number, including area code: 424.570.9446

Notapplicable

(Former name or former address, if changed since last report)

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 (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> 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<br> of each class	Trading<br> Symbol(s)	Name<br> of each exchange on which registered
Nil	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. ☐

Item2.01 Completion of Acquisition or Disposition of Assets.

On July 5, 2023, we closed the asset purchase agreement (the “Agreement”) with Apex VR Holdings, Inc. (“Apex”), whereby we purchased certain intellectual property assets (the “Assets”) and the intellectual property rights relating to or used in connection with the Assets of Apex. Apex is arm’s length to our company. In consideration for the Assets, we issued to Apex the following:

(i)	an<br> aggregate of 7,000,000 shares of our common stock of our company (each, a “Share”) on the terms and conditions<br> set forth in the Agreement,
(ii)	a<br> convertible promissory note (the “First Promissory Note”) in the principal amount of US$700,000 which First Promissory<br> Note will mature on July 5, 2024 and is convertible into Shares at a conversion price of US$0.10 per Share subject to adjustment<br> (the “Conversion Price”) at any time after the date that is six (6) months after the issue date of the First Promissory<br> Note, all on the terms set forth in the First Promissory Note, and
(iii)	a<br> convertible promissory note (the “Second Promissory Note”) in the principal amount of US$154,250 which Second<br> Promissory Note will mature on July 5, 2024 and is convertible into Shares at the Conversion Price at any time after the date that<br> is six (6) months after the issue date of the Second Promissory Note, all on the terms set forth in the Second Promissory Note.

(i)

an aggregate of 7,000,000 shares of our common stock of our company (each, a “Share”) on the terms and conditions set forth in the Agreement,

(ii)

a convertible promissory note (the “First Promissory Note”) in the principal amount of US$700,000 which First Promissory Note will mature on July 5, 2024 and is convertible into Shares at a conversion price of US$0.10 per Share subject to adjustment (the “Conversion Price”) at any time after the date that is six (6) months after the issue date of the First Promissory Note, all on the terms set forth in the First Promissory Note, and

(iii)

a convertible promissory note (the “Second Promissory Note”) in the principal amount of US$154,250 which Second Promissory Note will mature on July 5, 2024 and is convertible into Shares at the Conversion Price at any time after the date that is six (6) months after the issue date of the Second Promissory Note, all on the terms set forth in the Second Promissory Note.

We issued these securities to one non-U.S. Person (as that term is defined in Regulation S of the Securities Act of 1933, as amended) in an offshore transaction relying on Regulation S and/or Section 4(a)(2) of the Securities Act of 1933, as amended.

Item3.02 Unregistered Sales of Equity Securities.

The information contained in Item 2.01 above is responsive to this Item 3.02.

Item7.01 Regulation FD Disclosure.

A news release dated July 6, 2023 is furnished herewith.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this current report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Actof 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item9.01 Financial Statements and Exhibits.

99.1	News<br> release dated July 6, 2023.
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

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.

METAWORKS PLATFORMS, INC.
/s/ Scott Gallagher
Scott<br> Gallagher
President
July<br> 6, 2023

Exhibit99.1

MetaWorksCloses Transaction; Company Acquires the Assets of ChatGPT AI-Powered Avatar Metaverse Platform, UtopiaVR

Fairfield,CA. July 6, 2023 – MetaWorks Platforms, Inc. (“MetaWorks’’ or the “Company”), (CSE: MWRK and OTCQB: MWRK), an award-winning Web3 company that owns and operates platforms in the entertainment & technology space, is pleased to announce that it has closed the acquisition of the Metaverse platform and AI Avatar assets of Apex VR Holdings, Inc., the parent company of the UtopiaVR.com Metaverse Platform. MetaWorks has filed a Form 8-K with the Securities and Exchange Commission relating to the agreement.

The acquisition marks a significant milestone for MetaWorks as it strengthens its position in the rapidly evolving Web3 space. Under the terms of the agreement, MetaWorks has acquired the assets of UtopiaVR, including its Web3 business metaverse platform, Chat GPT-powered AI avatar technology, and domain portfolio, including UtopiaVR.com. This acquisition also includes a patent-pending IP technology relating to metaverse haptics that will hold potential for future development and licensing opportunities.

Consideration for the acquisition of the assets included: (i) the issuance of 7,000,000 shares of common stock of the Company (each, a “Share”); (ii) the issuance of a convertible promissory note in the principal amount of US$700,000, which note matures on July 5, 2024 and is convertible into Shares after the date that is six (6) months after the date of issuance at a conversion price of US$0.10 per Share; and (iii) the issuance of a convertible promissory note in the principal amount of US$154,250, which matures on July 5, 2024 and is convertible into Shares after the date that is six (6) months after the date of issuance at a conversion price of US$0.10 per Share.

None of the securities proposed to be issued in connection with the Acquisition will be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

AboutMetaWorks Platforms, Inc.

MetaWorks Platforms, Inc. (CSE: MWRK and OTCQB: MWRK) is an award-winning Web3 company that owns and operates blockchain platforms in the entertainment technology space that empower Fortune 5000 brands to create and monetize content for their communities, empowering their transition to Web3. MetaWorks Platforms owns and operates movie distribution platforms Vuele.io and MusicFX.io, its fan engagement platform that creates deeper connections between fans and artists using Web3 technologies.

For more information on MetaWorks, please visit us at www.metaworksplatforms.io. For additional investor info, visit www.metaworksplatforms.io or www.sedar.com, and www.sec.gov, searching MWRK.

MediaContact

Arian Hopkins

arian.hopkins@metaworksplatforms.io

CompanyContact

Scott Gallagher, President

scott@metaworksplatforms.io