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): ~~June~~March 2914, ~~2022~~2024

Vnue, Inc.

(Exact name of registrant as specified in its charter)

Nevada		000-53462		98-0543851
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

104 West 29th Street, 11th Floor, New York, NY

10001

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (833) 937-5493

(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 (17CFR 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))

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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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~~Consulting Agreement.

On ~~June~~ 29March 14, ~~2022~~2024, VNUE, Inc, (the “Company”) entered into a ~~Securities~~consulting ~~Purchase~~agreement ~~Agreement~~ (the ~~“Securities~~Consulting ~~Purchase~~ Agreement”) with ~~GHS Investments~~Redhawk Investment Group, LLC (“~~GHS~~Redhawk” or “Consultant”), a ~~dated~~business ~~June~~consulting ~~22,~~company ~~2022~~that provides business advice, ~~whereby~~including ~~GHS~~advice ~~agreed~~on toobtaining ~~purchase~~a listing on a national exchange such as the New York Exchange, ~~Thirty~~NASDAQ ~~Thousand~~or ~~U.S.~~the ~~Dollars~~CBOE (~~$30~~each,~~000~~ 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’s to (i) make introductions ~~Series~~to Brelevant ~~Convertible~~service ~~Preferred~~providers ~~Stock~~to infacilitate ~~exchange~~a ~~for~~listing ~~Thirty~~on a National Exchange and (30ii) ~~shares~~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 ~~Series~~financial Binstruments, ~~Convertible~~due ~~Preferred~~diligence ~~Stock~~packages, corporate presentations and other materials to properly present the Company to individuals and entities that could be beneficial to the Company.

The ~~Company~~Consulting ~~issued~~Agreement tocommenced ~~GHS~~on ~~commitment~~March ~~shares~~14, 2024 and will extend for a period of ~~Two~~twelve (212) ~~shares~~months ofunless ~~Series~~sooner Bterminated ~~Convertible~~as ~~Preferred~~set ~~Stock,~~forth ~~along~~in ~~with~~ the 30Consulting ~~shares~~Agreement. ~~purchased~~The ~~and~~Company has agreed to pay to Consultant a ~~warrant~~retainer fee of one hundred eighty thousand dollars ($180,000) or two hundred thousand dollars ($200,000) of the Company’s ~~“Warrant”)~~preferred shares, subject to ~~purchase~~certain limitations. A success fee is further payable calculated as the ~~number~~greater of (i) seven hundred twenty thousand dollars ($720.000) or restricted shares of the Company’s common stock ~~issuable~~priced ~~upon~~at ~~conversion~~80% of the ~~Series~~closing Bprice ~~Convertible~~on ~~Preferred~~the trading ~~Stock~~date (immediately preceding the ~~“Warrant~~initial ~~Shares”).~~listing ~~The~~date ~~Company~~on ~~has~~the ~~agreed~~National toExchange ~~register~~or ~~the~~(ii) ~~shares~~a number of ~~common~~shares ~~stock~~equal ~~issuable~~to ~~pursuant~~five topercent ~~the~~(5%) ~~conversion~~of the fully diluted common stock of the ~~Series~~Company Bas ~~Convertible~~of ~~Preferred~~the ~~Stock~~listing ~~and~~date ~~the~~on ~~Warrant~~a ~~Shares~~National Exchange.

~~The foregoing~~A ~~description~~copy of the Consulting ~~Warrant and Securities Purchase~~ Agreement ~~does~~is ~~not~~attached ~~purport~~hereto toas beExhibit 10.1 ~~complete~~ and is ~~qualified~~incorporated inherein ~~its entirety~~ by reference. toThe ~~the~~foregoing ~~full~~summary ~~text~~ of the ~~form~~terms of the ~~documents,~~Consulting ~~which~~Agreement ~~are~~is ~~attached~~qualified asin ~~Exhibits~~its ~~4.1 and 10.1 to this Current Report on Form~~entirety ~~8-K,respectively, and are hereby incorporated herein~~ by ~~reference~~such document.

Item 39.0201. ~~Unregistered~~Financial ~~Sales~~Statements ofand ~~Equity Securities~~Exhibits.

~~On July~~(d) ~~5, 2022, we issued 32 shares of Series B Preferred Stock to GHS~~Exhibits.

The ~~information~~ ~~set~~following ~~forth~~exhibits inare ~~Item~~filed ~~1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.~~herewith:

The securities were not registered under the Securities Act, but qualified for exemption under Section 4(a)(2) and/or Regulation D of the Securities Act. The securities were exempt from registration under Section 4(a)(2) of the Securities Act because the issuance of such securities by the Company did not involve a “public offering,” as defined in Section 4(a)(2) of the Securities Act, due to the insubstantial number of persons involved in the transaction, size of the offering, manner of the offering and number of securities offered. The Company did not undertake an offering in which it sold a high number of securities to a high number of investors. In addition, the Investors had the necessary investment intent as required by Section 4(a)(2) of the Securities Act since the Investors agreed to, and received, the securities bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, the Company has met the requirements to qualify for exemption under Section 4(a)(2) of the Securities Act.

Exhibit No.		Description
10.1		Consulting Agreement with Redhawk Investment Group, LLC

~~Item 3.03 Material Modification to Rights of Security Holders.~~1

~~The information set forth in Item 1.01 and Item 3.02 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.~~SIGNATURES

OnPursuant ~~June~~to ~~29, 2022,~~ the ~~Company~~requirements ~~filed a Second Amended and Restated Certificate~~ of ~~Designation with~~ the ~~Nevada~~Securities ~~Secretary~~Exchange Act of ~~State~~1934, ~~which clarified that each new Securities Purchase Agreement will require a stock price at~~ the ~~lower~~registrant ofhas ~~(1)~~duly acaused ~~fixed~~this ~~price~~report ~~equaling~~to ~~the~~be ~~closing~~signed ~~price of the Common Stock~~ on ~~the~~its ~~trading~~behalf ~~day immediately preceding the date of the relevant Purchase Agreement and (2) 100% of the lowest VWAP~~by of the ~~Common~~undersigned ~~Stock~~hereunto ~~during~~duly ~~the fifteen (15) Trading Days immediately preceding, but not including, the Conversion Date~~authorized.

The foregoing description of the Second Amended and Restated Certificate of Designation does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the documentVnue, ~~which is attached as Exhibit 3.1 to this Current Report on~~ ~~Form 8-K, and is hereby incorporated herein by reference~~Inc.

~~Item~~/s/ ~~5.03~~Zach ~~Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.~~Bair

~~The~~Zach ~~information set forth in Item 1.01, Item 3.02, and Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.~~Bair

1Chief Executive Officer

~~Item~~Date: ~~9.01~~March ~~Financial~~19, ~~Statements and Exhibits~~2024

Exhibit No.		Description
3.1		Second Amended and Restated Certificate of Designation for Series B Convertible Preferred Stock
4.1		Warrant dated June 22, 2022
10.1		Securities Purchase Agreement dated June 22, 2022

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: July 5, 2022

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