Item 1.01. Entry into a Material Definitive Agreement.
On January 28, 2022, CurrencyWorks Inc. (the "Company") entered into a
securities purchase agreement (the "Purchase Agreement") with SEGUS Holdings
Ltd. for the purchase and sale of an aggregate of 1,221,001 shares of common
stock (the "Shares") and warrants to purchase up to 1,221,001 shares of common
stock (the "Common Warrants") in a registered direct offering at a purchase
price of US$0.1638 per Share and Common Warrant. The Common Warrants will be
exercisable for a period of two years commencing upon issuance, at an exercise
price of US$0.2048 per share, subject to certain adjustments set forth therein.
The gross proceeds from the registered direct offering are expected to be
US$200,000, before deducting offering expenses. The registered direct offering
is expected to close on or about January 28, 2022, subject to customary closing
conditions.
The Shares and Warrants (and underlying shares) were offered, and will be
issued, pursuant to the Prospectus Supplement, filed January 28, 2022, to the
Prospectus dated May 4, 2021 included in the Company's Registration Statement on
Form S-3 (Registration No. 333-255477) filed with the Securities and Exchange
Commission on April 23, 2021 and declared effective on May 4, 2021.
Clark Wilson LLP, counsel to the Company, has issued an opinion to the Company
regarding the validity of the securities to be issued in the offering. A copy of
the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.
The foregoing description of the Purchase Agreement, Common Warrant, and
Engagement Letter does not purport to be complete and is qualified in its
entirety by reference to the complete text thereof, which are filed as exhibits
to this report.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
5.1 Opinion of Clark Wilson LLP
10.1 Form of Securities Purchase Agreement
10.2 Form of Common Warrant
23.1 Consent of Clark Wilson LLP (contained in Exhibit 5.1)
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