8-K
WASTE ENERGY CORP. (WAST)
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) February 10, 2023
METAWORKS
PLATFORMS, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 000-55049 | 27-3098487 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
3250Oakland Hills Court, Fairfield, CA 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 of each class | Trading Symbol(s) | Name 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. ☐
Item3.02 Unregistered Sales of Equity Securities.
On February 10, 2023 we completed a private placement of an aggregate of 6,500,000 shares of our common stock at a price of US$0.05 per share for aggregate gross proceeds of US$325,000.
We issued these shares pursuant to the exemption from registration under the Securities Act of 1933, as amended, provided by Section 4(a)(2) and/or Rule 506 of Regulation D promulgated under the Securities Act of 1933, as amended, to four investors, each of whom was an “accredited investor” within the meaning ascribed to that term in Regulation D promulgated under the SecuritiesAct of 1933, as amended.
Item7.01 Regulation FD Disclosure.
A news release dated February 10, 2023 is furnished herewith as Exhibit 99.1.
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.
| Item 9.01 | Financial Statements and Exhibits. |
|---|---|
| 99.1 | News release dated February 10, 2023 |
| 104 | Cover 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<br> PLATFORMS, INC. |
|---|
| /s/ Scott<br> Gallagher |
| Scott<br> Gallagher |
| President |
| February 10, 2023 |
Exhibit99.1
MetaWorks’Announces Closing of Non-Brokered Private Placement
Fairfield,CA. February 10, 2023 – MetaWorks Platforms, Inc. (“MetaWorks” or the “Company”), (CSE: MWRK and OTCQB: MWRK) is pleased to announce the closing of a non-brokered private placement (the “Offering”), whereby the Company issued 6,500,000 shares (each a “Share”) of common stock of the Company at a price of US$0.05 per Share for aggregate gross proceeds of US$325,000.
The Company did not pay any finder’s fees and did not issue any share purchase warrants in connection with the Offering.
The Company intends to use the aggregate proceeds of the Offering for general corporate and working capital purposes.
None of the securities issued in connection with the Offering will be or have been registered under the United States Securities Act of1933, as amended (the “1933 Act”), and none may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This news release shall not constitute an offer to sell or a 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 full-service blockchain and Web3 development platform that empowers Fortune 5000 brands to create and monetize their metaverse.
For more information on MetaWorks, please visit us at www.metaworksplatforms.io. For additional investor info, visit www.metaworksplatform.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
CautionaryNote Regarding Forward-Looking Statements
Thisnews release contains “forward-looking statements.” Statements in this news release that are not purely historical are forward-lookingstatements and include any statements regarding beliefs, plans, expectations or intentions regarding the future. Such forward-lookingstatements include, among other things statements regarding the intended use of proceeds of the Offering. There can be no assurance thatsuch statements will prove to be accurate and actual results and future events could differ materially from those anticipated in suchstatements. The reader is cautioned that assumptions used in the preparation of any forward-looking statements may prove to be incorrect.Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknownrisks, uncertainties, and other factors, many of which are beyond the control of the Company. The reader is cautioned not to place unduereliance on any forward-looking statement. Such information, although considered reasonable by management at the time of preparation,may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in thisnews release are expressly qualified by this cautionary statement. Risks and uncertainties about the Company’s business are morefully discussed in the Company’s disclosure materials, including documents filed with the Securities and Exchange Commission andthe Canadian securities regulators and which can be obtained from either at www.sec.gov or www.sedar.com. The forward-looking statementscontained in this news release are made as of the date of this news release and the Company assumes no obligation to update any forward-lookingstatement or to update the reasons why actual results could differ from such statements except to the extent required by law.