Why? Regarding OTTV PPS, see (1) and (2). Explains it completely. Hope it helps. GLTY.
(1) Viva Entertainment Group Inc. has filed an SEC Form S-8 with the Securities and Exchange Commission to cover its Prospectus which relates to the registration, offer, and sale of 500,000,000 shares of common stock
PROSPECTUS
Viva Entertainment Group, Inc.
500,000,000 Shares Of Common Stock
This prospectus relates to the offer and sale by Viva Entertainment Group Inc., a Nevada corporation (“OTTV”), of shares of its $.00001 par value per share common stock to employees, directors, officers, consultants, advisors and other persons associated with OTTV pursuant to the 2017 Non-Qualified Stock Compensation Plan (the “Stock Plan”). Pursuant to the Stock Plan, OTTV is registering hereunder and then issuing, upon receipt of adequate consideration therefore, 500,000,000 shares of common stock.
The common stock is not subject to any restriction on transferability. Recipients of shares other than persons who are “affiliates” of OTTV within the meaning of the Securities Act of 1933 (the “Act”) may sell all or part of the shares in any way permitted by law, including sales in the over-the-counter market at prices prevailing at the time of such sale. An affiliate is summarily, any director, executive officer or controlling shareholder of OTTV or any one of its subsidiaries. An “affiliate” of OTTV is subject to Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The common stock is traded on the OTC Bulletin Board under the symbol “OTTV.”
These Securities Have Not Been Approved Or Disapproved By The Securities And Exchange Commission Nor Has The Commission Passed Upon The Accuracy Or Adequacy Of This Prospectus. Any Representation To The Contrary Is A Criminal Offense.
The date of this prospectus is December 6, 2017
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(2) OTTV entered into an Investment Agreement with Ignition Capital, LLC for up to $5M of funding through the purchase of shares of the Company's common stock as determined by a formula contained in the Agreement
Following text from the SEC Form 8-K filed:
Item 1.01 Entry into a Material Definitive Agreement.
In order to provide a possible source of funding for the Company, the Company, on December 1, 2017, entered into an Investor Agreement (the "Agreement") with Ignition Capital, LLC ("Ignition").
Pursuant to the Agreement, Ignition has agreed to provide the Company with up to $5,000,000 of funding through the purchase of shares of the Company's common stock. During the term of the Agreement, the Company may deliver a Put Notice to Ignition, which will specify the number of shares which the Company will sell to Ignition. The minimum amount the Company can draw down at any one time is $25,000, and the maximum amount the Company can draw down at any one time is $250,000, as determined by the formula contained in the Agreement.
A closing will occur on the date which is no earlier than five trading days following and no later than seven trading days following the applicable Put Notice. On each Closing Date, the Company will sell, and Ignition will purchase, the shares of the Company's common stock specified in the Put Notice.
The amount to be paid by Ignition on a particular Closing Date will be determined by multiplying the Purchase Price by the number of shares specified in the Put Notice. The Purchase Price will be 75% of the lowest trading price of the Company's common stock during the Pricing Period applicable to the Put Notice. The Pricing Period, with respect to a particular Put Notice, is five consecutive trading days including, and immediately following, the delivery of a Put Notice to Ignition.
The Company may submit a Put Notice once every fifteen trading days provided the closing of the previous transaction has taken place. The Company is under no obligation to submit any Put Notices.
The Agreement has a term of 24 months, which will begin on the effective date of the registration statement which the Company has agreed to file with the Securities and Exchange Commission so that the shares of common stock to be sold to Ignition may be sold in the public market.
The Company issued a promissory note to Ignition for the principal sum of $25,000 as a commitment fee for the equity line. The note bears interest at 15% per year, is unsecured, and is due and payable on December 1, 2018. At the option of Ignition, all or any part of the note may be converted into shares of the Company's common stock. Any amount so converted will be converted into common stock of the Company at a price of 50% of the lowest trading price on the primary trading market on which the Company’s Common Stock is quoted for the ten (10) trading days immediately prior to but not including the Conversion Date.
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.
Date: December 8, 2017
Viva Entertainment Group, Inc.
By: /s/Johnny Falcones
Johnny Falcones
