Virtual Interactive Technologies : Private Placement - Form 8-K

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): July 14, 2023

Virtual Interactive Technologies Corp.

(Exact name of registrant as specified in its charter)

Nevada		333-190265		36-4752858
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS Employer Identification No.)

600 17th Street, Suite 2800 South

Denver, CO80202

(Address of principal executive offices, including Zip Code)

Registrant's telephone number, including area code: [phone]

N/A

(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 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 (§203.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§204.12b-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 3.02.

Unregistered Sales of Equity Securities.

On July 14, 2023 the Company sold 1,200,481 shares of its Series C Preferred Stock to a private investor for $0.1666 per share.

Each Series C preferred share:

	●	is entitled to an annual dividend of $0.01 per share when, as and if declared by the Company's directors,
	●	does not have any voting rights,
	●	is entitled to $0.10 per share upon any liquidation, distribution or winding up of the Company, and
	●	is convertible into one share of the Company's common stock

The Company relied upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933 in connection with issuance of the securities described above. The person who acquired these securities 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 securities described above. The person who acquired these securities acquired them for his own account. The certificates representing these securities will bear a restricted legend providing that they cannot be sold except pursuant to an effective registration statement or an exemption from registration.

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: July 24, 2023
	Virtual Interactive Technologies Corp.
	By:	/s/ Janelle Gladstone
		Janelle Gladstone
		Chief Financial Officer