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) March 7, 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<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. ☐
Item 3.02 Unregistered Sales of Equity Securities.
On March 7, 2023, we issued 900,000 shares of common stock of our company at a deemed price of US$0.10 per share in settlement of debt in the amount of US$90,000. We issued these shares to GSD Group, LLC, whose CEO is Shelly Murphy, a director of our company.
On March 7, 2023, we issued 100,000 shares of common stock of our company at a deemed price of US$0.10 per share in consideration for services rendered to our company.
We issued these shares to two U.S. Persons (as that term is defined in Regulation S of the Securities Act of 1933) and in issuing these shares, we relied on the exemption from the registration requirements of the Securities Act of 1933 provided by Section 4(a)(2) of the Securities Act of 1933 and/or Rule 506 promulgated under the Securities Act of 1933.
DisclosureRequired by MI 61-101
GSD Group, LLC, whose CEO is Shelly Murphy, a director of our company, was issued 900,000 shares of our common stock at a deemed price of US$0.10 per share in settlement of debt in the amount of US$90,000. This debt settlement constituted a “related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI61-101”).
The following supplementary information is provided in accordance with Section 5.2 of MI 61-101.
(a)a description of the transaction and its material terms:
We entered into a debt settlement and subscription agreement with GSD Group, LLC, whereby GSD Group, LLC agreed to accept 900,000 shares of our common stock at a deemed price of US$0.10 per share in settlement of debt in the amount of US$90,000.
(b)the purpose and business reasons for the transaction:
The shares were issued to settle debt.
(c)the anticipated effect of the transaction on the issuer’s business and affairs:
See item (b).
(d)a description of:
(i)the interest in the transaction of every interested party and of the related parties and associated entities of the interested parties:
See item (a).
(ii)the anticipated effect of the transaction on the percentage of securities of the issuer, or of an affiliated entity of the issuer, beneficiallyowned or controlled by each person or company referred to in subparagraph (i) for which there would be a material change in that percentage:
The following table sets out the effect of the debt settlement on the percentage of securities of our company beneficially owned or controlled by Shelly Murphy:
| ****<br><br> <br>Name and Position | Dollar Amount of Shares Purchased | Number of Shares Purchased | No. of Shares Held prior to Closing of the Debt Settlement | Percentage of Issued and Outstanding Shares prior to Closing of the Debt Settlement | No. of Shares Held After Closing of the Debt Settlement | Percentage of Issued and Outstanding Shares After Closing of the Debt Settlement |
|---|---|---|---|---|---|---|
| Shelly<br> Murphy<br><br> <br>Director | US$90,000 | 900,000<br><br> <br>Shares<br> of Common Stock | Undiluted:<br> Nil<br><br> <br><br><br> <br>Diluted:<br><br> <br>250,000^(1)^ | Undiluted:<br><br> <br>*<br><br> <br><br><br> <br>Diluted:<br> *^(2)^ | Undiluted:<br> 900,000^(3)^<br><br> <br><br><br> <br>Diluted:<br><br> <br>1,150,000^(4)^ | Undiluted:<br> 1.05%^(5)^<br><br> <br><br><br> <br>Diluted:<br> 1.34%^(6)^ |
*Less than one percent
| ^(1)^ | Comprised<br> of the 250,000 options to purchase shares of our common stock exercisable within 60 days, held by Ms. Murphy. |
|---|---|
| ^(2)^ | Based<br> on 84,895,066 shares comprised of: (i) 84,645,066 shares outstanding prior to the completion of the debt settlement and (ii) 250,000<br> shares that may be issuable on exercise of options held by Ms. Murphy. |
| ^(3)^ | Comprised<br> of 900,000 shares of our common stock held by GSD Group, LLC, of which Ms. Murphy is the CEO. |
| ^(4)^ | Comprised<br> of the shares of common stock set out in footnote (3) and 250,000 options to purchase shares of our common stock exercisable within<br> 60 days, held by Ms. Murphy. |
| ^(5)^ | Based<br> on 85,645,066 shares outstanding after the completion of the debt settlement and issuance of shares for services rendered to our<br> company. |
| ^(6)^ | Based<br> on 85,895,066 shares comprised of: (i) 85,645,066 shares outstanding after the completion of the debt settlement and issuance of<br> shares for services rendered to our company and (ii) 250,000 shares that may be issuable on exercise of options held by Ms. Murphy. |
(e)unless this information will be included in another disclosure document for the transaction, a discussion of the review and approvalprocess adopted by the board of directors and the special committee, if any, of the issuer for the transaction, including a discussionof any materially contrary view or abstention by a director and any material disagreement between the board and the special committee:
Ms. Murphy abstained on the resolution of the board of directors approving the debt settlement with GSD Group, LLC. A special committee was not established in connection with the approval of the debt settlement with GSD Group, LLC, and no materially contrary view or abstention was expressed or made by any director.
(f)a summary in accordance with section 6.5 of MI 61-101, of the formal valuation, if any, obtained for the transaction, unless the formalvaluation is included in its entirety in the material change report or will be included in its entirety in another disclosure documentfor the transaction:
Not applicable.
(g)disclosure, in accordance with section 6.8 of MI 61-101, of every prior valuation in respect of the issuer that related to the subjectmatter of or is otherwise relevant to the transaction:
(i)that has been made in the 24 months before the date of the material change report:
Not applicable.
(ii)the existence of which is known, after reasonable enquiry, to the issuer or to any director or officer of the issuer:
Not applicable.
(h)the general nature and material terms of any agreement entered into by the issuer, or a related party of the issuer, with an interestedparty or a joint actor with an interested party, in connection with the transaction:
See item (a).
(i)disclosure of the formal valuation and minority approval exemptions, if any, on which the issuer is relying under sections 5.5 and 5.7of MI 61-101 respectively, and the facts supporting reliance on the exemptions:
The issuance of 900,000 shares to GSD Group, LLC was exempt (i) from the valuation requirement of MI 61-101 by virtue of the exemptions contained in (A) Section 5.5(a) of MI 61-101 in that the fair market value of the shares subscribed by GSD Group, LLC did not exceed 25% of our company’s market capitalization, and (B) section 5.5(b) of MI 61-101 as shares of our common stock are not listed on a specified market, and (ii) from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section 5.7(a) of MI 61-101 in that the fair market value of the shares subscribed by GSD Group, LLC did not exceed 25% of our company’s market capitalization.
As this current report on Form 8-K is being filed less than 21 days before the closing of the debt settlement with GSD Group, LLC, there is a requirement under MI 61-101 to explain why the shorter period was reasonable or necessary in the circumstances. In the view of our company, it was necessary to immediately close the debt settlement with GSD Group, LLC to improve our company’s financial position and therefore, such shorter period was reasonable and necessary in the circumstances.
Item7.01 Regulation FD Disclosure.
A news release dated March 7, 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<br> 9.01 | Financial<br> Statements and Exhibits. |
|---|---|
| 99.1 | News release dated March 7, 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 |
| March<br> 7, 2023 |
Exhibit99.1
THISNEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES
****
METAWORKSPLATFORMS, INC. ANNOUNCES DEBT SETTLEMENT
Fairfield,CA, March 7, 2023 – MetaWorks Platforms, Inc. (CSE and OTCQB: MWRK) (the “Company”), an award-winning, full-service Web3 blockchain platform provider, announces that it has issued 900,000 shares of common stock of the Company at a deemed price of US$0.10 per share in settlement of debt in the amount of US$90,000. In addition, the Company has issued 100,000 shares of common stock of the Company at a deemed price of US$0.10 per share in consideration for services rendered to the Company.
Of 1,000,000 shares of common stock that the Company issued, 900,000 shares were issued to GSD Group, LLC. Shelly Murphy, a director of the Company, is the CEO of GSD Group, LLC. The issuance of 900,000 shares of common stock of the Company to GSD Group, LLC (the “InsiderDebt Settlement”) constituted a “related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). As the Company’s current report on Form 8-K in connection with the closing of the Insider Debt Settlement will be filed less than 21 days before the closing of the Insider Debt Settlement, there is a requirement under MI 61-101 to explain why the shorter period was reasonable or necessary in the circumstances. In the view of the Company, it was necessary to immediately close the Insider Debt Settlement to improve the Company’s financial position and therefore, such shorter period was reasonable and necessary in the circumstances.
None of the securities issued in the Debt Settlement have been registered under the United States Securities Act of 1933, as amended (the “1933 Act”), and none of them 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 where 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
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