Beyond Commerce Inc (BYOC)

[rawsteel]

I would say whomever invested $1mil in BYOC is looking for more than a penny..

https://www.otcmarkets.com/filing/html?id=14846396&guid=Nhj9kp9g9u2h-th#BYOC_EX10Z1_HTM



On March 23, 2021, Beyond Commerce, Inc., a Nevada corporation (the “Company”), entered into a Stock Purchase Agreement (the “SPA”) with one investor (the “Investor”) to purchase 10,000 shares of the Company’s Series C Convertible Preferred Stock, convertible into a total of 100,000,000 shares of the Company’s common stock, par value $0.01 (the “Shares”). The SPA contains standards representation, warranties and covenants made by each party in the SPA. The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.


The relevant information in Item 1.01 on this Current Report on Form 8-K, regarding the, is incorporated herein by reference. The Shares are not registered under the Securities Act of 1933, as amended (the “Securities Act”) but qualified for exemption under Section 4(a)(2) and/or Regulation D of the Securities Act. The Shares are exempt from registration under Section 4(a)(2) of the Securities Act because the issuance of such securities by the Company did not involve a “public offering,” as defined in Section 4(a)(2) of the Securities Act, due to the insubstantial number of persons involved in the transaction manner of the issuance, and number of securities issued. The Company did not undertake an offering or issuance in which it issued a high number of securities to a high number of persons. In addition, the Investor had the necessary investment intent as required by Section 4(a)(2) of the Securities Act since he agreed to, and received, securities bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, the Company has met the requirements to qualify for exemption under Section 4(a)(2) of the Securities Act.


Stock Purchase Agreement, dated March 23, 2021


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.


BEYOND COMMERCE, INC.


Dated: April 1, 2021

By:

/s/ Geordan G. Pursglove


Geordan G. Pursglove

Chief Executive Officer, President and Director


STOCK PURCHASE AGREEMENT


This Stock Purchase Agreement (“Agreement”) is made and entered into on March 31, 2021 (“Effective Date”), by and between Beyond Commerce, Inc., a Nevada corporation (“Company”), and the investor whose name appears on the signature page hereto (“Investor”).

Recitals


A.The parties desire that, for $1,000,000.00 in cash (“Purchase Amount”) Investor purchase 10,000 shares (“Purchased Shares”) of Series C Convertible Preferred Stock (“Preferred Stock”) that are convertible into 100,000,000 shares (“Conversion Shares”) of the Company’s common stock (“Common Stock”), at the fixed conversion price of $0.01 per share.



B.The offer and sale of the securities provided for herein are being made pursuant to the exemptions from registration under Section 4(a)(2) of the Act as a transaction by an issuer not involving any public offering, and as a private placement of restricted securities pursuant to Rule 506 of Regulation D.