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) August 26, 2022

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. ☐

Item3.02 Unregistered Sales of Equity Securities

On August 26, 2022, we granted an aggregate of 9,300,000 stock options to certain directors, officers and consultants for the purchase of up to 9,300,000 shares of our common stock pursuant to our Equity Incentive Plan. Each stock option is exercisable at a price of US$ ..09 per share until August 26, 2032. Of these stock options, 8,300,000 shall vest as to 50% on the date of grant and 50% on the first anniversary of the date of grant and 1,000,000 shall vest as to one-third on the date of grant, one-third on the first anniversary of the date of grant and one-third on the second anniversary of the date of grant.

We granted the stock options to 4 U.S. Persons and 2 non U.S. Persons (as that term is defined in Regulation S of the Securities Act of 1933) and in issuing securities we relied on the registration exemption provided for in Section 4(a)(2), Regulation D and/or Regulation S of the Securities Act of 1933.

Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers.

Effective August 26, 2022, we granted the following stock options to our directors and officers: (i) 2,500,000 to Cameron Chell, (ii) 2,300,000 to Swapan Kakumanu, (iii) 2,200,000 to James Geiskopf, (iv) 500,000 to Shelly Murphy and (v) 800,000 to Edmund C. Moy. The stock options are exercisable at the exercise price of US$ .09 per share for a period of ten years from the date of grant. The stock options become exercisable as follows: (i) 50% on the date of grant and (ii) 50% on the first anniversary of the date of grant.

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.