UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On September 24, 2021, the Company and its largest creditor, Ylimit, LLC, a Texas limited liability company (“Ylimit”), agreed to restructure its existing 10% convertible note of $492,528 of principal and $364,629 in interest to an 8%, non-convertible promissory note due and payable on September 30, 2022. Under the amended note, Ylimit increased the principal amount by $107,000 for an aggregate principal amount of $857,157. The restructure completely eliminates an overhang of a possible 857,000,000 shares of the Company’s common stock. As of December 31, 2020, the Company had convertible notes payable of $1,956,922 and a derivative liability of $3,156,582 on the balance sheet. With this transaction, the Company reduces the convertible debt to $635,714, and leaves no derivative liability at all.
The foregoing description of the amendment is qualified in its entirety by reference to such amendment, which is filed hereto as Exhibit 4.1, and is incorporated herein by reference.
On September 27, 2021, the Company issued a press release about the restructuring, a copy of which is included as Exhibit 99.1.
SECTION 2 - FINANCIAL INFORMATION
Item 2.03 – Creation of a Direct Financial Obligation
The information set forth in Items 1.01 is incorporated into this Item 2.03 by reference.
SECTION 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
Exhibit No. |
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| Amendment to Secured Convertible Promissory Note, dated September 24, 2021 | |
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104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURE
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.
VNUE, INC. | |||
Date: September 27, 2021 | By: | /s/ ZACH BAIR | |
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| Zach Bair | |
CEO & Chairman |
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