CFN Enterprises : Termination of Material Agreement - Form 8-K

CFN ENTERPRISES INC. - Form 8-K SEC filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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):October 4, 2022

CFN ENTERPRISES INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

000-52635		90-1559541
(Commission File Number)		(IRS Employer Identification No.)
600 E. 8th Street Whitefish, Montana		59937
(Address of Principal Executive Offices)		(Zip Code)

833-420-2636

(Registrant's Telephone Number, Including Area Code)

(Former Name or Former 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))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☐

Item 1.02 Termination of a Material Definitive Agreement.

On October 4, 2022, CFN Enterprises Inc. (the "Company"), agreed with Ezra Chehebar and the Isaac Shehebar 2008 AIJJ Grantor Retained Annuity Trust, the holders of the Company's 18% promissory notes issued on April 8, 2022 representing an aggregate principal balance plus accrued interest of $726,700 (the "Notes") to terminate the Notes and in consideration of the termination to issue to the holders an aggregate of 2,906,800 restricted shares of common stock of the Company. The shares were issued under the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as not involving a public offering.

Item 3.02 Unregistered Sales of Equity Securities.

The information provided in Item 1.01 of this Current Report on Form 8-K with respect to the issuance of the shares is incorporated by reference into this Item 3.02.

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.

	CFN ENTERPRISES INC.
	By:	/s/ Brian Ross
	Name:	Brian Ross
	Title:	President and Chief Executive Officer

Date: October 5, 2022