Item 1.01. Entry into a Material Definitive Agreement.





Promissory Note

On April 1, 2022, Beyond Commerce, Inc. (the "Company") entered into a promissory note (the "Note") in favor of Discover Growth Fund, LLC (the "Lender"), in the aggregate principal amount of $1,200,000 for which the Company received $1,000,000 in cash, reflecting an original issuance discount of 20%, with repayment to be made not later than April 1, 2023.

Pursuant to the Note, at any time and from time to time the Lender may, in its sole discretion, subject to certain ownership limitations, convert all or any portion of the then outstanding balance of the Note into shares of the common stock of the Company at a price per share equal to the closing bid price on March 31, 2022.

The foregoing description of the Note does not purport to be complete and is qualified in its entirety by the full text of its form, which is filed as exhibit 4.1 hereto and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

The Note was not registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state and was offered and sold in reliance on the exemption from registration afforded by Section 4(a)(2) under the Securities Act. No general solicitation or general advertising was used in connection with the offering of the Note. The Lender is an "accredited investor" as such term is defined in Regulation D promulgated under the Securities Act. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. The Company disclosed to the Lender, and the Lender acknowledged, that the shares underlying the Note may not be sold unless they are registered under the Securities Act or unless an exemption from registration is available.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.





Item 9.01. Exhibits.



(d) Exhibits



Exhibit No.   Exhibit
4.1*            Form of     Promissory Note, dated April 1, 2022.


* Filed herewith

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