Item 3.02 Unregistered Sales of Equity Securities.
As previously reported, CloudCommerce, Inc. (the "Company") entered into
securities purchase agreements pursuant to which it issued convertible notes to
various accredited investors, which notes are convertible into shares of the
Company's common stock on the terms and subject to the conditions set forth in
the various securities purchase agreements and associated notes. Certain
accredited investors converted an aggregate of $3,934.80 in interest and fees
resulting in the issuance of an aggregate of 4,300,327 shares of common stock.
The information below in Item 5.02 is incorporated herein by reference in
response to this Item 3.02. CloudCommerce, Inc. (the "Company") relied upon an
exemption from the registration requirements under Section 4(a)(2) of the
Securities Act of 1933, as amended, in connection with the issuance of the
options referenced in Item 5.02.
Item 5.02 Departure of Directors or Certain Officers? Election of Directors?
Appointment of Certain Officers? Compensatory Arrangements of Certain Officers.
On January 17, 2020, the Board of Directors of the Company approved the issuance
of an aggregate of 300,000,000 options to purchase the Company's common stock to
key employees (the "Options"). The Options vest equally over a period of
thirty-six months, have an exercise price of $0.0019 per share, and expire five
years from the effective date. The vested Options are exercisable any time after
January 17, 2021. An aggregate of 283,000,000 Options were granted to members of
the Board and other key employees of the Company. The Options granted to the
members of the Board included 50,000,000 Options to Gregory Boden, a director
and Chief Financial Officer of the Company, 10,000,000 Options to Kevin Myers, a
director of the Company, and 50,000,000 Options to Andrew Van Noy, a director
and Chief Executive Officer of the Company.
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