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) July 28, 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, 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. ☐
Item 3.02 Unregistered Sales of Equity Securities.
On July 28, 2023, we completed a private placement of an aggregate of 2,957,143 units at a price of US$0.07 per unit for aggregate gross proceeds of US$207,000. Each unit is comprised of one share of common stock of our company and one-half of one transferable common stock purchase warrant, with each common stock warrant being exercisable into one additional share of common stock of our company at an exercise price of US$0.14 per share for a period of twelve months following the date of the closing.
Of the 2,957,143 units, 2,857,143 units were issued 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 one US investor who is an “accredited investor” within the meaning ascribed to that term in Regulation D promulgated under the Securities Act of 1933, as amended; and 100,000 units were issued 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.
Item7.01 Regulation FD Disclosure.
A news release dated July 28, 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.
Item9.01 FinancialStatements and Exhibits.
| 99.1 | News release dated July 28, 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> 28, 2023 |
Exhibit 99.1
Notfor distribution to U.S. Newswire Services or for dissemination in the United States
MetaWorks’Announces Closing of Non-Brokered Private Placement
Fairfield,CA. July 28, 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 2,957,143 units (each, a “Unit”) at a price of US$0.07 per Unit for aggregate gross proceeds of US$207,000. Each Unit is comprised of one share of common stock of the Company (each, a “Share”) and one-half of one transferable common stock purchase warrant (each whole warrant, a “Warrant”), with each Warrant being exercisable into one additional Share (each, a “Warrant Share”) at an exercise price of US$0.14 per Warrant Share for a period of twelve months following the date of the closing.
The Company did not pay any finder’s fees in connection with the Offering.
The Company intends to use the aggregate proceeds of the Offering for general corporate and working capital purposes.
The securities issued to non-US persons under the Offering, and the shares that may be issuable on exercise of the Warrants, are subject to a statutory hold period expiring four months and one day from the date of closing.
None of the securities issued in connection with the Offering have been 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 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 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