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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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, 2016
CLOUDCOMMERCE, INC.
(Exact name of registrant as specified in its charter)
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Nevada |
000-13215 |
30-0050402 |
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(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
IRS Employer Identification No.) |
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1933 Cliff Drive, Suite 1 Santa Barbara, CA |
93109 |
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(Address of Principal Executive Offices) |
(Zip Code) |
(805) 964-3313
(Registrant's telephone number, including area code)
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 communications pursuant to Rule 425 under the Securities Act
/_/ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
/_/Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
/_/Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.03 Creation of a Direct Financial Obligation.
On April 18, 2016 (the "Effective Date"), CloudCommerce, Inc. (the "Company") issued and sold a promissory note (the "Promissory Note") in the aggregate principal amount of $500,000, of which $35,500 was advanced upon execution of the Promissory Note (the "Initial Consideration"). The lender may pay additional consideration to the Company in such amounts as the lender may choose in its sole discretion (the "Additional Consideration"). The principal sum due to the lender shall be the Initial Consideration plus any Additional Consideration actually paid by the lender. The Company is only required to repay the amount funded and the Company is not required to repay any unfunded portion of the Promissory Note. The principal and interest under the Promissory Note is due and payable on demand, but in no case later than April 18, 2019. The Company may prepay all or any portion of the principal of the Promissory Note at any time without penalty or premium. The Promissory Note bears interest at a rate of 5% per annum and contains customary events of default, including, default in any payment required under the Note, insolvency of the Company and commencement of bankruptcy proceedings with respect to the Company.
The foregoing description of the Promissory Note does not purport to be complete and is qualified in its entirety by reference to the complete text of the form of Promissory Note filed as Exhibit 10.1 hereto, which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number |
Description |
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10.1 |
Form of Promissory Note |
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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 thereunto duly authorized.
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CLOUDCOMMERCE, INC. |
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Date: April 20, 2016 |
By: |
/s/ Andrew Van Noy |
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Name: Andrew Van Noy |
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Title: Chief Executive Officer |
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