SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01. Entry into a Material Consulting Agreement.
On March 14, 2024, VNUE, Inc, (the “Company”) entered into a consulting agreement (the Consulting Agreement”) with Redhawk Investment Group, LLC (“Redhawk” or “Consultant”), a business consulting company that provides business advice, including advice on obtaining a listing on a national exchange such as the New York Exchange, NASDAQ or the CBOE (each, a “National Exchange”). The Company’s Board of Directors approved the agreement via Unanimous Consent. The Consulting Agreement contemplates a working relationship with the Company to (i) make introductions to relevant service providers to facilitate a listing on a National Exchange and (ii) work with the Company, generally, and make itself available in assisting the Company in preparing reports, summaries, corporate profiles, suggested terms for recapitalization or restructuring of financial instruments, due diligence packages, corporate presentations and other materials to properly present the Company to individuals and entities that could be beneficial to the Company.
The Consulting Agreement commenced on March 14, 2024 and will extend for a period of twelve (12) months unless sooner terminated as set forth in the Consulting Agreement. The Company has agreed to pay to Consultant a retainer fee of one hundred eighty thousand dollars ($180,000) or two hundred thousand dollars ($200,000) of the Company’s preferred shares, subject to certain limitations. A success fee is further payable calculated as the greater of (i) seven hundred twenty thousand dollars ($720.000) or restricted shares of the Company’s common stock priced at 80% of the closing price on the trading date immediately preceding the initial listing date on the National Exchange or (ii) a number of shares equal to five percent (5%) of the fully diluted common stock of the Company as of the listing date on a National Exchange.
A copy of the Consulting Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing summary of the terms of the Consulting Agreement is qualified in its entirety by such document.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed herewith:
| Exhibit No. | Description | |
| 10.1 | Consulting Agreement with Redhawk Investment Group, LLC |
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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.
Vnue, Inc.
/s/ Zach Bair
Zach Bair
Chief Executive Officer
Date: March 19, 2024
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