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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
July 24, 2024
Date of Report (Date of earliest event reported)
SMC Entertainment, Inc. |
(Exact name of registrant as specified in its charter) |
Nevada
(State or other jurisdiction of incorporation)
000-56558 | | |
(Commission File Number) | | (IRS Employer Identification No.) |
9170 Glades Road, Suite 150, Boca Raton, Florida, 33434
(Address of principal executive offices)
(360) 820-5973
(Registrant’s telephone number, including area code)
_________________________________________________
(Former Name or 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)) |
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common | | SMCE | | OTC |
ITEM 7.01 - REGULATION FD DISCLOSURE.
On July 24, 2024, SMC Entertainment, Inc. (“SMC” or the “Company”) issued a press release announcing that the Company retired an additional $516,004 of debt in the form of convertible promissory notes (the “Debt”) for newly created Series D Preferred Shares. The Debt retirement will be reflected in the Company's third quarter 2024 financial statements. The Debt is comprised of $516,004 held in two previous convertible notes; $313,323 and $202,681 respectively. The Company shall issue 55,000 Series D Preferred Shares in exchange for the Debt. The Series D Preferred Shares shall convert into the Company’s common stock at the lesser of $0.005 or 65% of the average closing price in the preceding 90 trading sessions. The conversion of the Series D Preferred Shares to common stock is permitted after two years from the date of issuance, with a maximum of 4.99% per conversion. All share issuances are restricted in accordance with the Securities and Exchange Commission (“SEC”) Rule 144.
In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in Exhibit 99.1 hereto are deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Exchange Act. The information set forth in Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
Safe Harbor
This release may contain certain forward-looking statements regarding our prospective performance and strategies within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies, and expectations of our company, are generally identified by use of words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “seek,” “strive,” “try,” or future or conditional verbs such as “could,” “may,” “should,” “will,” “would,” or similar expressions. Our ability to predict results or the actual effects of our plans or strategies is inherently uncertain. Accordingly, actual results may differ materially from anticipated results. Some of the factors that could cause our actual results to differ from our expectations or beliefs include, without limitation, the risks discussed from time to time in our filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. Except as required by applicable law or regulation, we undertake no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made.
ITEM 9.01 EXHIBITS.
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.
| SMC Entertainment, Inc. | |
| | | |
| By: | /s/ Erik Blum | |
| | Erik Blum, Chief Executive Officer | |
Date: July 29, 2024
EXHIBIT 99.1
SMC Announces Exchange of $516,004 of Debt to Preferred Equity Press Release | 07/24/2024
BOCA RATON, Fla., July 24, 2024 (GLOBE NEWSWIRE) -- SMC Entertainment, Inc. (“SMC” or the “Company”) (OTC: SMCE), a versatile incubator company focused on acquisition and support of proven commercialized financial services and technology (Fintech) companies, is pleased to announce the exchange of $516,004 of debt in the form of convertible promissory notes (the “Debt”) for Series D Preferred Shares (“Preferred Shares”). The Debt exchanged to Preferred Shares will be reflected in the Company’s third-quarter 2024 financial statements.
The Debt is comprised of $516,004 held in two previous convertible notes; $313,323 and $202,681 respectively. The Company shall issue 55,000 Preferred Shares in exchange for the Debt. The Preferred Shares shall convert into the Company’s common stock at a share price of the lesser of $0.005 or 65% of the average closing price in the preceding 90 trading sessions. The conversion of Preferred Shares to common stock is permitted after two years from Preferred Share issuance with a maximum of 4.99% per conversion. All share issuances are restricted in accordance with the Securities and Exchange Commission (“SEC”) Rule 144.
Since June 14, 2024 and including today’s announcement, the Company has retired and/or exchanged a total of $1,395,763 of debt. In addition, the Company has cancelled a total of 250,000,000 common shares since June 7, 2024.
“The Investor’s decision to exchange $516,004 in convertible notes for preferred equity provides the Company with the opportunity to further enhance our balance sheet and demonstrates our Investor’s commitment to the Company,” said Erik Blum, SMC’s CEO. “In light of SMC’s recent announcement to purchase 100% of the assets of ChainTrade Ltd., we believe our stock is extremely undervalued. Additionally, management continues to find ways to reduce SMC’s long-term debt, minimize shareholder dilution and increase shareholder value.”
About SMC: www.smceinc.com
SMC is a versatile holding company focused on acquisition and support of proven commercialized financial services and technology (Fintech) companies. SMC’s multi-discipline growth by acquisition approach is to enhance revenues and shareholder equity.
About Chaintrade: www.chaintrade.ai
Chaintrade LTD is a UK Registered Entity and is affiliated with Red Matter Capital LTD, a registered financial service company, with its subsidiary licensed under a securities trading license granted by the Montenegro Capital Market Authority (CMA) Authorized by the law on capital markets by the government of Montenegro.
Press Release Contact:
Erik Blum,
Chief Executive Officer
SMC Entertainment, Inc.
360-820-5973
Safe Harbor Statement
Some of the statements in this press release may be forward-looking statements or statements of future expectations based on currently available information. Such statements are naturally subject to risks and uncertainties. Factors such as the development of general economic conditions, future market conditions, unusual catastrophic loss events, changes in the capital markets, and other circumstances may cause the actual events or results to be materially different from those anticipated by such statements. The Company does not make any representation or warranty, express or implied, regarding the accuracy, completeness, or updated status of such forward-looking statements or information provided by the third-party. Therefore, in no case whatsoever will the Company and its affiliate companies be liable to anyone for any decision made or action taken in conjunction with the information and/or statements in this press release or any related damages.
