Fourth Wave Energy, Inc. – ‘8-K’ for 9/17/20

On:  Thursday, 9/17/20, at 12:58pm ET   ·   For:  9/17/20   ·   Accession #:  1004878-20-137   ·   File #:  0-55647

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         3      7K 

Document Table of Contents

8-K
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 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): August 26, 2020

FOURTH WAVE ENERGY, INC.
----------------------------------------------
(Exact name of Registrant as specified in its charter)

Nevada                       333-227286                    467-4046237
-------------------          ------------------------       ------------------- 

(State or other jurisdiction  (Commission File No.)        (IRS Employer        
of incorporation)                                        Identification No.)    

 75 E Santa Clara St., 6th Floor
San Jose, CA 95113
(Address of principal executive offices, including Zip Code)

Registrant's telephone number, including area code: (818) 855-8199

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions:                                                           

[ ] Written  communications  pursuant  to Rule 425  under the  Securities  Act  
(17CFR 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-14c))                                      

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

Title of Each Class   Trading Symbol(s) Name of Each Exchange on Which
                                        Registered

None                   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  (ss.203.405 of this chapter)
or Rule  12b-2 of the  Securities  Exchange  Act of 1934  (ss.204.12b-2  of this
chapter.                                                                        

Emerging growth company |X|                                                     

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. |X|                                                               

8-K
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Item 2.03.  Creation Of Direct  Financial  Obligation Or An Obligation  Under An
Off-Balance Sheet Arrangement Of A Registrant.          

     On August 26, 2020 the  Company  issued a Note in the  principal  amount of
$390,000 to an unrelated third party in payment of investor relations  services.
The note does not bear  interest,  is unsecured and is due and payable on August
6, 2023. At the option of the Holder, the Note is convertible 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 (i)
$0.4000 (ii) 85% of the Volume  Weighted  Average Price of the Company's  common
stock on the trading day immediately preceding the conversion date and (iii) 85%
of the  Volume  Weighted  Average  Price of the  Company's  common  stock on the
conversion date.                                                                

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  operations.
There was no general  solicitation  in connection with the issuance of the Note.
The person who  acquired  the note  acquired  it for its own  account.  The Note
cannot be sold except  pursuant to an  effective  registration  statement  or an
exemption  from  registration.  No commission  was paid in  connection  with the
issuance of the Note                                                            

8-K
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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 17, 2020.                                                       
                    FOURTH WAVE ENERGY, INC.

                    By:  /s/ J. Jacob Isaacs
                                     -------------------------------
                      J. Jacob Isaacs,
                             Chief Executive Officer

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		8/6/23		2
Filed on / For Period end:		9/17/20		3
		8/26/20		1		2			8-K
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