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): April 25, 2017



(Exact name of registrant as specified in its charter)







(State or other jurisdiction
of incorporation)
File Number)
  (I.R.S. Employer
Identification No.)


9711 Washingtonian Boulevard, #550

Gaithersburg, MD 20850

(Address of principal executive offices) (zip code)


(908) 758-3787

(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))






Item 1.01 Entry into a Material Definitive Agreement.


On April 19, 2017 RealBiz Media Group, Inc. (the “Company”) issued JSJ Investments Inc. (“JSJ”) a convertible note in the principal amount of $125,000 (the “Note”). The Note accrues interest at a rate of 8% per annum and matures on January 19, 2018. JSJ may convert the Note into shares of the Company’s common stock at a price equal to 61% of the lowest trading price during the 20 trading day period ending on the last complete trading date prior to the date of conversion. JSJ may not convert the Note to the extent that such conversion would result in JSJ’s beneficial ownership being in excess of 4.99% of the Company’s issued and outstanding common stock (the “Beneficial Ownership Limit”); provided, however, JSJ may, on not less than 61 days’ prior notice to the Company, waive the Beneficial Ownership Limit. Pursuant to the terms of the Note, the Company may prepay the principal amount of the Note together with interest accrued thereon at any time on or prior to October 16, 2017. The prepayment amount is dependent on when the Company prepays the Note.


The Note has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state, and was offered and issued in reliance on the exemption from registration under the Securities Act, afforded by Section 4(a)(2).


The foregoing description of the Note is not complete and is qualified in its entirety by reference to the full text of the form of Note, a copy of which is filed as Exhibit 10.1 to this report and is incorporated by reference herein.


Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.


Reference is made to the disclosure set forth under Item 1.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits


10.1 Form of Convertible Promissory Note  






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.


  RealBiz Media Group, Inc.
Dated: April 26, 2017 /s/ Anshu Bhatnagar
  Anshu Bhatnagar
  Chief Executive Officer