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) January 21, 2020

 

CURRENCYWORKS INC.

(Exact name of registrant as specified in its charter)

 

Nevada   000-55049   27-3098487
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

561 Indiana Court, Los Angeles, CA 90291

(Address of principal executive offices and Zip Code)

 

Registrant’s telephone number, including area code: 424.570.9446

 

Not applicable

(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:

 

[  ] 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-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Nil   N/A   N/A

 

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 13(a) of the Exchange Act. [  ]

 

 

 

 
 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On January 21, 2020 we made the following amendments effective as of December 1, 2019 to material agreements:

 

Material Agreement   Amendment
Independent consultant agreement dated effective October 9, 2017 with Bruce Elliott   Consulting fee in the amount of $8,000 per month amended to $1 per month
Offer letter dated January 22, 2018 with James P. Geiskopf   Fee in the amount of $10,000 per month amended to $5,000 per month
Offer letter dated February 9, 2018 with Edmund C. Moy   Fee in the amount of $4,167 per month amended to $1 per month
Offer letter dated May 17, 2018 with James Carter   Fee in the amount of $4,167 per month amended to $1 per month
Offer letter dated June 22, 2018 with Alphonso Jackson   Fee in the amount of $4,167 per month amended to $1 per month
Independent consultant agreement dated effective October 9, 2017, as amended on November 30, 2018 and July 1, 2019 with Michael Blum   Consulting fee in the amount of $6,000 per month amended to $1 per month
Business Services Agreement dated October 18, 2017, as amended on June 26, 2018 with Business Instincts Group Inc.   Fee in the amount of $66,750 per month amended to $1 per month. Fees owed by us of $386,250 up to November 30, 2019 were forgiven by Business Instincts Group Inc. pursuant to a letter dated January 21, 2020
Independent consulting agreement dated effective October 1, 2018 with Red to Black Inc.   Consulting fees in the amount of $8,000 per month terminated effective November 30, 2019. Fees owed by us of $86,000 up to November 30, 2019 were forgiven by Red to Black Inc. pursuant to a letter dated January 21, 2020.
Independent consultant agreement dated effective December 4, 2018 with Swapan Kakumanu   Consulting fee in the amount of $5,000 per month amended to $1 per month

 

Item 5.02(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On January 21, 2020 certain of our officers and directors agreed to forgive amounts owed to them up to November 30, 2019 as follows:

 

Officer/Director   Amount forgiven
Bruch Elliott   $48,000
James P. Geiskopf   $40,000
Edmund C. Moy   $29,166.69
James Carter   $29,166.69
Alphonso Jackson   $29,166.69
Michael Blum   $24,000
Swapan Kakumanu   $20,000

 

   
 

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

10.1Amendment Agreement dated January 21, 2020 with an effective date of December 1, 2019 to Consulting Agreement dated effective October 9, 2017 between CurrencyWorks Inc. and Bruce Elliott

 

10.2Amendment Agreement dated January 21, 2020 with an effective date of December 1, 2019 to Offer Letter dated January 22, 2018 between CurrencyWorks Inc. and James P. Geiskopf

 

10.3Amendment Agreement dated January 21, 2020 with an effective date of December 1, 2019 to Offer Letter dated February 9, 2018 between CurrencyWorks Inc. and Edmund C. Moy

 

10.4Amendment Agreement dated January 21, 2020 with an effective date of December 1, 2019 to Offer Letter dated May 17, 2018 between CurrencyWorks Inc. and James Carter

 

10.5Amendment Agreement dated January 21, 2020 with an effective date of December 1, 2019 to Offer Letter dated June 22, 2018 between CurrencyWorks Inc. and Alphonso Jackson

 

10.6Amendment Agreement dated January 21, 2020 with an effective date of December 1, 2019 to Consulting Agreement dated effective October 9, 2017, as amended on November 30, 2018 and July 1, 2019 between CurrencyWorks Inc. and Michael Blum

 

10.7Amendment Agreement dated January 21, 2020 with an effective date of December 1, 2019 to Business Services Agreement dated effective October 18, 2017 as amended on June 26, 2018 between CurrencyWorks Inc. and Business Instincts Group Inc.

 

10.8Amendment Agreement dated January 21, 2020 with an effective date of December 1, 2019 to Consulting Agreement dated effective December 4, 2018 between CurrencyWorks Inc. and Swapan Kakumanu

 

 
 

 

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.

 

CURRENCYWORKS INC.

 

/s/ Bruce Elliott  

Bruce Elliott

President

 

January 27, 2020

 

 
 

 

 

Amendment Agreement to Consulting Agreement

Between

CurrencyWorks Inc. (Formerly ICOx Innovations, Inc.)

And

Bruce Elliott

Signed on January 21, 2020

 

Amendment Date: December 1, 2019

 

Consulting Agreement to be amended with

 

USD$1 per month instead of USD$8,000 per month

 

All other terms of the October 9th, 2017 Consulting Agreement remain in effect.

 

IN WITNESS OF THE ABOVE the parties have executed this Amendment Agreement with effect from the date first written above.

 

CurrencyWorks Inc.

(Formerly ICOx Innovations, Inc.)

  Bruce Elliot
         
Per: /s/ Michael Blum   Per: /s/ Brue Elliott
  Michael Blum     Bruce Elliott

 

 
 

 

 

Amendment Agreement to Board of Directors’ Offer Letter

Between

CurrencyWorks Inc. (Formerly ICOx Innovations, Inc.)

And

Jimmy Geiskopf

Signed on January 21, 2020

 

Amendment Date: December 1, 2019

 

Board of Directors’ Offer Letter to be amended with

 

USD$5,000 per month instead of USD$10,000 per month

 

All other terms of the January 22nd, 2018 letter remain in effect.

 

IN WITNESS OF THE ABOVE the parties have executed this Amendment Agreement with effect from the date first written above.

 

CurrencyWorks Inc.

(Formerly ICOx Innovations, Inc.)

  James Geiskopf
         
Per: /s/ Michael Blum   Per: /s/ James Geiskopf
  Michael Blum     James Geiskopf

 

 
 

 

 

Amendment Agreement to Board of Directors’ Offer Letter

Between

CurrencyWorks Inc. (Formerly ICOx Innovations, Inc.)

And

Ed Moy

Signed on January 21, 2020

 

Amendment Date: December 1, 2019

 

Board of Directors’ Offer Letter to be amended with

 

USD$1 per month instead of USD$4,167 per month

 

All other terms of the February 9th, 2018 letter remain in effect.

 

IN WITNESS OF THE ABOVE the parties have executed this Amendment Agreement with effect from the date first written above.

 

CurrencyWorks Inc.

(Formerly ICOx Innovations, Inc.)

  Ed Moy
         
Per: /s/ Michael Blum   Per: /s/ Ed Moy
  Michael Blum     Ed Moy

 

 
 

 

 

Amendment Agreement to Board of Directors Offer Letter

Between

CurrencyWorks Inc. (Formerly ICOx Innovations, Inc.)

And

James Carter

Signed on January 21, 2020

 

Amendment Date: December 1, 2019

 

Board of Directors’ Offer Letter to be amended with

 

USD$1 per month instead of USD$4,167 per month

 

All other terms of the May 17th, 2018 letter remain in effect.

 

IN WITNESS OF THE ABOVE the parties have executed this Amendment Agreement with effect from the date first written above.

 

CurrencyWorks Inc.

(Formerly ICOx Innovations, Inc.)

  James Carter
         
Per: /s/ Michael Blum   Per: /s/ James Carter
  Michael Blum     James Carter

 

 
 

 

 

Amendment Agreement to Board of Directors’ Offer Letter

Between

CurrencyWorks Inc. (Formerly ICOx Innovations, Inc.)

And

Alphonso Jackson

Signed on January 21, 2020

 

Amendment Date: December 1, 2019

 

Board of Directors’ Offer Letter to be amended with

 

USD$1 per month instead of USD$4,167 per month

 

All other terms of the June 22nd, 2018 letter remain in effect.

 

IN WITNESS OF THE ABOVE the parties have executed this Amendment Agreement with effect from the date first written above.

 

CurrencyWorks Inc.

(Formerly ICOx Innovations, Inc.)

  Alphonso Jackson
         
Per: /s/ Michael Blum   Per: /s/ Alphonso Jackson
  Michael Blum     Alphonso Jackson

 

 
 

 

 

Amendment Agreement to Consulting Agreement

Between

CurrencyWorks Inc. (Formerly ICOx Innovations, Inc.)

And

Michael Blum

Signed on January 21, 2020

 

Amendment Date: December 1, 2019

 

Board of Directors’ Offer Letter to be amended with

 

USD$1 per month instead of USD$6,000 per month

 

All other terms of the October 9th, 2017 letter remain in effect.

 

IN WITNESS OF THE ABOVE the parties have executed this Amendment Agreement with effect from the date first written above.

 

CurrencyWorks Inc.

(Formerly ICOx Innovations, Inc.)

  Michael Blum
         
Per: /s/ Swapan Kakumanu   Per: /s/ Michael Blum
  Swapan Kakumanu     Michael Blum

 

 
 

 

 

Amendment Agreement to Business Services Agreement

Between

CurrencyWorks Inc. (Formerly ICOx Innovations, Inc.)

And

Business Instincts Group Inc.

Signed on January 21, 2020

 

Amendment Date: December 1, 2019

 

Business Services Agreement to be amended with

 

USD$1 per month instead of USD$66,750 per month

 

All other terms of the October 18th, 2017 Consulting Agreement remain in effect.

 

IN WITNESS OF THE ABOVE the parties have executed this Amendment Agreement with effect from the date first written above.

 

CurrencyWorks Inc.

(Formerly ICOx Innovations, Inc.)

  Business Instincts Group Inc.
         
Per: /s/ Michael Blum   Per: /s/ Erika Racicot
  Michael Blum     Erika Racicot

 

 
 

 

 

Amendment Agreement to Consulting Agreement

Between

CurrencyWorks Inc. (Formerly ICOx Innovations, Inc.)

And

Swapan Kakumanu

Signed on January 21, 2020

 

Amendment Date: December 1, 2019

 

Consultant Agreement to be amended with

 

USD$1 per month instead of USD$5,000 per month

 

All other terms of the December 4th, 2018 Consulting Agreement remain in effect.

 

IN WITNESS OF THE ABOVE the parties have executed this Amendment Agreement with effect from the date first written above.

 

CurrencyWorks Inc.

(Formerly ICOx Innovations, Inc.)

  Swapan Kakumanu
         
Per: /s/ Michael Blum   Per: /s/ Swapan Kakumanu
  Michael Blum     Swapan Kakumanu