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): September 23, 2021
VIRTUAL INTERACTIVE TECHNOLOGIES CORP.
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(Exact name of Registrant as specified in its charter)
Nevada None 36-4752858
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
600 17th Street, Suite 2800 South
Denver, CO 80202
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (303) 228-7120
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(Former name or former address if changed since last report)
Check 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)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] 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-14(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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).
Emerging Growth Company [ ]
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 13a of the
Exchange Act. [ ]
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class Trading Symbol(s) on which registered
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None N/A N/A
ITEM 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On September 23, 2021, the Company borrowed $217,375 from an unrelated third
party. The loan is evidenced by a promissory note in the principal amount of
$235,000. The note is unsecured, and bears interest at 12.5% per year, and is
due and payable on March 23, 2022. If the note is not paid when due, the
principal amount of the note will increase to $250,000 and the interest on the
note will increase to 15% per year. If the note is not paid when due, or in the
event of other items at default as provided in the note, the note may be
converted into shares of the Company's common stock. The number of shares to be
issued upon any conversion will be determined by dividing the amount to be
converted by the lesser of 90% the lowest trading price of the Company's common
stock (i) during the twenty trading days preceding September 23, 2021 or (ii)
during the twenty trading days preceding the date of the conversion of this
Note. As further consideration for making the loan; the Company issued 82,500
shares of its restricted common stock to the note holder.
If the note is not paid when due, or in the event of other items of default, the
amount to be converted and the shares issuable upon conversion are subject to
adjustment.
The description of the terms of the note is qualified in all respects by the
provisions of the note which will be filed as an exhibit to an amended 8-K
report. A Securities Purchase Agreement, which relates to the note, will also be
filed as an exhibit to an amended 8-K report.
ITEM 3.02. Unregistered Sale of Equity Securities.
The Company relied upon the exemption provided by Section 4(a)(2) of the
Securities Act of 1933 in connection with issuance of the note described in Item
2.03 of this report. The person who acquired the note was a sophisticated
investor and was provided full information regarding the Company's business and
operations. There was no general solicitation in connection with the issuance of
the note. The person who acquired the note acquired the note for its own
account.
ITEM 3.01. Financial Statements and Exhibits.
Exhibit # Description
10.1 Securities Purchase Agreement
(to be filed as an amendment to this 8-K report)
10.2 Promissory Note
(to be filed as an amendment to this 8-K report)
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.
Date: September 30, 2021 VIRTUAL INTERACTIVE TECHNOLOGIES
CORP.
By:/s/ Janelle Gladstone
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Janelle Gladstone
Chief Financial Officer