Blog: LIVE CURRENT MEDIA INC. : Unregistered Sale of Equity Securities, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – Marketscreener.com

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

On November 9, 2022, Live Current Media Inc. (the “Company”) issued 1,006,036
shares of its common stock (the “Company Shares”) having an agreed upon value
of $250,000 to PowerSpike, Inc. (“PowerSpike”) for the acquisition of assets of
PowerSpike, including all code to PowerSpike’s influencer management software
and all social media sites supporting the product (the “PowerSpike Assets”).

The Company Shares were issued in reliance upon the exemption from the
registration requirements of the Securities Act of 1933, as amended (the
“Securities Act”) provided by Section 4(a)(2) of the Securities Act. The offer
and sale of the Company Shares has not been registered under the Securities Act
and may not be offered or sold in the United States in the absence of an
effective registration statement or exemption from the registration requirements
of the Securities Act, and in each case in compliance with applicable state
securities laws.

ITEM 7.01 REGULATION FD DISCLOSURE

On November 10, 2022, the Company issued a press release announcing the purchase
of the PowerSpike Assets.

A copy of the press release is furnished as Exhibit 99.1 hereto and shall not be
deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference in any filing
under the Exchange Act or the Securities Act, except as shall be expressly set
forth by specific reference in such a filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

The following exhibits are provided with this Current Report:

Exhibit
Number   Description of Exhibit
  99.1     News Release dated November 10, 2022.
104      Cover Page Interactive Data File (embedded within the Inline XBRL document)


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