UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): December 29, 2021

AmeriCrew Inc.

(Exact name of registrant as specified in its charter)

21 Omaha Street, Dumont, NJ 07628

(Address of Principal Executive Office) (Zip Code)

201-387-7700

(Registrant’s telephone number, including area code)

PhoneBrasil International, Inc.

(Former name or 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:

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 Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 Sale of Equity Securities.

December 29, 2021

On December 29, 2021, AmeriCrew Inc. (the “Company”) entered into a Securities Purchase Agreement (“SPA”) with investors (the “Purchasers”) whereby the three Purchasers lent the Company an aggregate of $275,000 gross proceeds and the Company issued these Purchasers Secured Convertible Promissory Notes (the “Notes”) and five-year warrants to purchase shares of common stock, par value $0.000001 per share of the Company at an exercise price of $1.9032 per share (the “Warrants”) pursuant to the terms and conditions of the SPA and secured by a Security Agreement. The proceeds shall be used for working capital. In addition, another Purchaser lent the Company $250,000 with its Note and Warrants being held in escrow pending clearance of his check.

The terms of the SPA, Notes and Warrants, and related Security Agreement, Guaranty Agreement and Registration Rights Agreement were previously disclosed on Form 8-K filed on December 21, 2021.

Westpark Capital, LLC (“Westpark”) received a fee of 5% of the gross proceeds of this offering and Warrants equal to 5% of the total amount of Warrants issued to the three investors in connection with the December 29, 2021 closing. The offer and sale of the Notes and Warrants pursuant to the SPA and the Warrants was not registered under the Securities Act of 1933 and was exempt from registration pursuant to Section 4(a)(2) thereof and Rule 506(b) promulgated thereunder. The Warrants issued to Westpark are identical to the Placement Warrants described below.

The issuances of the Notes and the Warrants are exempt from registration under Section 4(a)(2) and Rule 506(b) of Regulation D as promulgated by the Securities and Exchange Commission under of the Securities Act of 1933, as amended (the “Securities Act”), as transactions by an issuer not involving any public offering. 

The foregoing description of the terms of the SPA, Notes, the Warrants, the Security Agreement, the Guaranty Agreement, the Registration Rights Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the form of Note, the form of Warrant, the form of SPA, the form of Security Agreement, the form of Guaranty Agreement, and the form of Registration Rights Agreement, a copy of which is filed or incorporated by reference as Exhibits 10.1, 10.2, 10.3, respectively, to the Form 8-K filed on December 21, 2021 and Exhibits 10.4, 10.5 and 10.6, respectively, to the Form 8-K filed on October 12, 2021 and is incorporated herein by reference.

December 30, 2021

On December 30, 2021, the Company entered into SPAs with four additional Purchasers in connection with their loans of an aggregate of $380,000 and issued these Purchasers Notes and Warrants. The proceeds shall be used for working capital.

The terms of the SPA, Notes and Warrants, and related Security Agreement, Guaranty Agreement and Registration Rights Agreement were previously disclosed on Form 8-K filed on December 21, 2021.

Westpark served as placement agent for the December 30^th sales, received a cash commission in the amount of 9% of the gross proceeds sold and received five-year warrants (the “Placement Agent Warrants”) to purchase such number of shares of common stock as are equal to 9% of the aggregate number of shares of common stock underlying the Notes. The Placement Agent Warrants have an exercise price of $110% of the applicable Warrant exercise price.

The issuances of the Notes and the Warrants was exempt from registration under Section 4(a)(2) and Rule 506(c) promulgated thereunder.

The foregoing description of the terms of the SPA, the Notes, the Warrants, the Security Agreement, Guaranty Agreement and Registration Rights Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the forms of SPA, Note, Warrant, Security Agreement, Guaranty Agreement and Registration Rights Agreement, copies which were filed as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6, respectively, to the Form 8-K filed on October 12, 2021and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

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.

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