8-K

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) April 18, 2023

METAWORKS

PLATFORMS, INC.

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

Item7.01      Regulation FD Disclosure.

A news release dated April 18, 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.

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.

Exhibit99.1

THISNEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES

METAWORKSPLATFORMS, INC. ANNOUNCES INTENTION TO COMPLETEDEBT SETTLEMENT

Fairfield,CA, April 18, 2023 – MetaWorks Platforms, Inc. (CSE and OTCQB: MWRK) (the “Company”), an award-winning, full-service Web3 blockchain platform provider, announces its intention to issue 3,720,000 shares of common stock of the Company (each a, “Share”) at a deemed price of US$0.075 per Share in settlement of certain debts in the aggregate amount of US$279,000 owed to various creditors of the Company (the “Debt Settlement”).

None of the securities to be issued in connection with the Debt Settlement will be registered under the United States Securities Act of 1933, 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 press 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 state where such offer, solicitation or sale would be unlawful.

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 Company completing the Debt Settlement as intended. There can be noassurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipatedin such statements. The reader is cautioned that assumptions used in the preparation of any forward-looking statements may prove to beincorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous knownand unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company, including the Company’sinability to complete the Debt Settlement as anticipated or at all. The reader is cautioned not to place undue reliance on any forward-lookingstatement. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actualresults may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualifiedby this cautionary statement. Risks and uncertainties about the Company’s business are more fully discussed in the Company’sdisclosure materials, including documents filed with the Securities and Exchange Commission and the Canadian securities regulators andwhich can be obtained from either at www.sec.gov or www.sedar.com. The forward-looking statements contained in this news release aremade as of the date of this news release and the Company assumes no obligation to update any forward-looking statement or to update thereasons why actual results could differ from such statements except to the extent required by law.