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): | | February 28, 2022 |
Nestbuilder.com Corp.
(Exact name of registrant as specified in its charter)
Nevada | | 000-55875 | | 82-3254264 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
201 W. Passaic Street, Suite 301 Rochelle Park, NJ 07662 (Address of principal executive offices) (zip code) |
(201) 845-7001 (Registrant’s telephone number, including area code) |
| (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 (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement 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: None
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).
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 1.01 | Entry Into a Material Definitive Agreement. |
On February 28, 2022, we entered into Stock Purchase Agreements with ten investors, pursuant to which we agreed to issue to such investors a total of 1,287,500 shares of our Common Stock, at a per-share purchase price of $0.08 per share, for a total of $103,000. In connection with the foregoing, William McLeod, our Secretary and one of our Directors, purchased 125,000 of such shares of Common Stock in exchange for $10,000.
| Item 3.02 | Unregistered Sale of Equity Securities. |
On February 28, 2022, we issued a total of 1,287,500 shares of our Common Stock to ten investors in exchange for a total of $103,000. In connection with the foregoing, we issued 125,000 of such shares of Common Stock to William McLeod, our Secretary and one of our Directors.
The issuances of Common Stock were exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, and the holders were all either accredited or sophisticated investors familiar with our operations.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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.
| Dated: March 4, 2022 | Nestbuilder.com Corp., |
| | a Nevada corporation |
| | | |
| | | /s/ Alex Aliksanyan |
| | By: | Alex Aliksanyan |
| | Its: | Chief Executive Officer |
