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): September 1230, 2022

AmeriCrew Inc.

(Exact name of registrant as specified in its charter)

Delaware	333-174581	8633-~~2551989~~148545
(State or Other Jurisdiction	(Commission File Number)	(I.R.S. Employer
of Incorporation)		Identification No.)

21 Omaha Street, Dumont, NJ 07628

(Address of Principal Executive Office) (Zip Code)

201-387-7700

(Registrant’s telephone number, including area code)

(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:

☐ 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))

☐ 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))

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 1.01 Entry into a Material Definitive Agreement.

The information contained ~~below~~above in Item 3.02 is hereby incorporated by reference into this ~~Item 1~~Item1.01.

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

The information contained above in Item 3.02 is hereby incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sale of Equity Securities.

On September 1230, 2022, ~~Americrew~~AmeriCrew Inc. (the “Company”) entered into a Securities Purchase Agreement (“SPA”) with five investors (the “Purchasers”) whereby the Purchasers lent the Company an ~~Unsecured~~aggregate of $245,000 gross proceeds and the Company issued these Purchasers Secured Convertible Promissory ~~Note~~Notes (the “~~Promissory Note~~Notes”), ~~payable~~five-year toClass DRA ~~Shell,~~Common ~~LLC~~Stock Purchase Warrants (the “DRClass ~~Shell~~A Warrants”) inand ~~the~~five-year ~~principal~~Class ~~amount~~B ofCommon ~~$256,000.~~Stock ~~The~~Purchase ~~Promissory~~Warrants ~~Note~~(the ~~replaces~~“Class ~~the~~B ~~payment~~Warrants”) ~~terms~~at an exercise price of ~~the~~$1.9032 ~~Share~~per ~~Exchange~~share ~~Agreement~~and ~~dated~~$2.50 ~~August~~per 12share, ~~2021~~respectively, pursuant to ~~which~~ the ~~Company~~terms isand ~~obligated~~conditions toof ~~pay~~the DRSPA. ~~Shell~~The ~~$300,000~~proceeds ofshall ~~which~~be ~~$256,000~~used ~~are~~for ~~still~~working ~~owed~~capital.

The ~~Promissory~~Notes ~~Note~~are ~~bears~~due September 30, 2024. The Notes bear interest at 128% per annum ~~The~~payable ~~Company~~quarterly, issubject ~~required~~ to ~~make~~an increase in case of an ~~initial~~event ~~payment~~of default as provided for therein. The Notes are convertible into shares of Common Stock at any time following the date of issuance at each Purchaser’s option at a conversion price of $561.9032 per share,~~000~~ onsubject orto ~~before~~certain ~~October~~adjustments. 1Furthermore, ~~2022~~at inany ontime orafter ~~more~~the ~~installments~~12 ~~and~~month ~~monthly~~anniversary ~~$16~~of the date of issuance of the Notes,~~667~~ ~~payments~~the ~~commencing~~Company onmay, ~~January~~after 1written notice to the Purchaser, ~~2023~~prepay ~~and~~all ~~continuing~~of ~~therefore~~the ~~after~~then outstanding principal amount of the Notes for 12cash ~~consecutive~~in ~~months~~an onamount equal to the ~~first~~sum ~~day~~of 110% of ~~each~~the ~~month.~~then ~~The~~outstanding ~~Promissory~~principal amount of the Note, isaccrued but unpaid interest and all liquidated damages and other amounts due ~~December~~in ~~31,~~respect ~~2023~~of the Note (if any).

IfPursuant ~~after~~to ~~October~~the 1SPA, ~~2022~~ the Company ~~closes~~and onits ~~one~~wholly-owned orsubsidiaries, ~~more~~Mikab ~~capital raises~~Corporation, ~~through~~AmeriCrew ~~debt~~Holdings, ~~equity~~LLC orentered ~~any~~into ~~other~~a ~~financing~~Guaranty ~~vehicle,~~Agreement ~~then~~ (the ~~Company~~“Guaranty ~~shall~~Agreement”) ~~apply~~with ~~10% of~~ the ~~gross~~Purchasers. ~~proceeds~~Each ofsubsidiary ~~any~~guaranteed ~~capital~~to ~~raise towards~~ the ~~repayment~~Purchasers of the ~~then~~payment ~~outstanding principal and accrued interest~~ of the ~~Promissory Note~~Notes. ~~Any proceeds paid in a given month shall first be applied towards the monthly installment for that month.~~

DRIn ~~Shell~~addition, ~~was~~pursuant ~~issued~~to ~~125~~the SPA,~~000~~ ~~warrants~~the Company entered into a Registration Rights Agreement with each Purchaser in which the Purchasers are entitled to ~~purchase~~“piggyback” registration rights, pursuant to which the Company has agreed to include the underlying shares of Common Stock from the ~~Company’s~~conversion ~~common~~of ~~stock~~the asNotes ~~additional~~and ~~consideration.~~exercise ~~The~~of the Class A Warrants ~~are~~and ~~exercisable~~Class ~~for~~B Warrants in a ~~period~~registration ofstatement, ~~five~~if ~~years~~the atCompany files a ~~price~~registration ofstatement ~~$1.9032~~for ~~per~~another ~~share~~purpose, subject to ~~adjustment~~certain terms and conditions.

OnThe ~~September~~Company ~~13,~~paid ~~2022~~Westpark Capital, ~~the~~Inc. ~~Board~~a fee of ~~Directors~~9% of the ~~Company~~gross ~~ratified~~proceeds of this offering and ~~approved~~issued toit ~~enter~~Placement ~~into~~Agent aWarrants ~~Note~~equal ~~Modification~~to ~~Agreement~~9% ~~between~~of ~~AmeriCrew~~the CEtotal ~~Services,~~amount ~~LLC,~~of ~~the~~warrants ~~Company’s~~issued ~~wholly-owned~~to ~~subsidiary~~the ~~and~~five ~~certain~~investors ~~third~~in ~~party~~connection ~~lenders~~with (the ~~“Note~~September ~~Modification”)~~30, 2022 closing. The ~~effect~~offer ~~was~~and tosale ~~extend~~of the ~~indebtedness’~~Notes, ~~due~~Class ~~date~~A toWarrants ~~December~~and ~~31,~~Class ~~2022.~~B ~~All~~Warrants ~~other~~pursuant ~~provisions~~to of the ~~original~~SPA ~~Amended~~ and ~~Restated~~the ~~Consolidated~~Placement ~~Bridge~~Agent ~~Funding~~Warrants ~~Promissory~~was ~~Notes~~not ~~dated~~registered ~~December~~under ~~31,~~the ~~2021~~Securities ~~remain~~Act ~~unchanged~~of 1933 and inwas ~~full~~exempt ~~force~~from registration pursuant to Section 4(a)(2) thereof and ~~effect~~Rule 506(b) promulgated thereunder.

The foregoing description of the terms of the ~~Promissory~~SPA, ~~Note~~Notes, ~~Note~~the ~~Modification~~Class ~~and~~A ~~Warrant~~Warrants, the Class B Warrants, 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 ~~forms~~form of ~~Promissory~~SPA, the form of Note, ~~Note~~the ~~Modification~~form of Class A Warrants, the form of Class B Warrants, the form of Guaranty Agreement, and ~~Warrant~~the form of Registration Rights Agreement, ~~copies~~a copy of which ~~are~~is filed or incorporated by reference as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5 and 10.36, respectively, to this Current Report on Form 8-K ~~and are incorporated herein by reference~~.

2Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 4, 2022, the Board of Directors of the Company approved changing the Company’s fiscal year end from December 31st to September 30th.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

		Incorporated by Reference			Filed or Furnished
Exhibit #	Exhibit Description	Form	Date	Number	Herewith
10.1	~~Form~~Securities ofPurchase ~~Unsecured Convertible Promissory Note~~Agreement*				Filed
10.2	Form of ~~Note~~Secured ~~Modification~~Convertible ~~Agreement~~Promissory Note				Filed
10.3	Form of ~~Warrant~~Class A Warrants				Filed
10.4	Form of Class B Warrants				Filed
10.5	Form of Guaranty Agreement				Filed
10.6	Form of Registration Rights Agreement				Filed
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Certain schedules and other attachments have been omitted. The Company undertakes to furnish the omitted schedules and attachments to the Securities and Exchange Commission upon request.

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.

	AMERICREW INC.
Date: September 16, 2022	By:	/s/Kelley Dunne
Date: October 6, 2022	By:	/s/ P. Kelley Dunne
	Name:	Kelley Dunne
		Name: P. Kelley Dunne
	Title:	Chief Executive Officer
		Title: Chief Executive Officer

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