--- schema_version: "secwatch.filing_event.v1" accession: "0001493152-23-025395" form_type: "8-K" ticker: "ATDS" cik: "0001068689" company_name: "Data443 Risk Mitigation, Inc." filed_at: "2023-07-24T23:59:59+00:00" generated_at: "2026-06-13T03:56:35.470447+00:00" event_type: "debt" sentiment: "negative" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # Data443 closes $1.5M convertible note financing with massive potential dilution; exchanges $5.4M debt for $665K new note ## Summary - Issued $812,500 note (30% OID) and $718,750 note (15% OID, 12% interest) both maturing June 2024. - Warrants granted to purchase up to 325M common shares at $0.001; placement agent gets 32.5M warrants on same terms. - Exchanged two prior notes totaling $5.4M for a new $665K note with payments tied to listing or $4M+ funding. - Amended prior noteholder to exclude Cyren assets from security; issued 25M share warrants at $0.001 as consideration. - All securities unregistered under Regulation D; conversion/exercise prices ($0.005 note, $0.001 warrant) imply extreme dilution. ## SEC filing metadata - accession: 0001493152-23-025395 - form_type: 8-K - ticker: ATDS - cik: 0001068689 - company_name: Data443 Risk Mitigation, Inc. - filed_at: 2023-07-24T23:59:59+00:00 - event_type: debt - sentiment: negative - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 2.03, 3.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1068689/000149315223025395/0001493152-23-025395-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1068689/000149315223025395/form8-k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001493152-23-025395 - JSON: https://secwatch.observer/filing/0001493152-23-025395.json - Plain text: https://secwatch.observer/filing/0001493152-23-025395.txt ## Key facts - Debt Financings Data443 Risk Mitigation, Inc. incurred convertible notes of $718,750.00 at 12% maturing twelve months from the date of issuance. - Instrument: convertible notes - Principal: $718,750.00 - Rate: 12% - Maturity: twelve months from the date of issuance - Event: incurrence source text: Pursuant to Purchase Agreement #2, the Company sold, and Investor #2 purchased, $718,750.00 in principal amount of secured convertible notes (the “ Investor #2 Notes ” and, together with the Investor #1 Notes, the “ Notes ”) and pre-funded warrants (the “ Investor #2 Warrants ” and, together with the Investor #1 Warrants, the “ Warrants ”). The Investor #2 Notes are convertible into Common Stock, at a conversion price per share of $0.005, subject to adjustment under certain circumstances described in the Notes. The Notes were issued with an original issue discount of 15.00%, bear interest at a rate of 12%, and mature twelve months from the date of issuance. evidence_url: https://www.sec.gov/Archives/edgar/data/1068689/000149315223025395/0001493152-23-025395-index.htm - Debt Financings Data443 Risk Mitigation, Inc. incurred convertible notes of $812,500.00 maturing twelve months from the date of issuance. - Instrument: convertible notes - Principal: $812,500.00 - Maturity: twelve months from the date of issuance - Event: incurrence source text: Pursuant to Purchase Agreement #1, the Company sold, and Investor #1 purchased, $812,500.00 in principal amount of secured convertible notes (the “ Investor #1 Notes ”) and pre-funded warrants (the “ Investor #1 Warrants ”). The Investor #1 Notes are convertible into shares of the Company’s common stock, par value $0.01 per share (“ Common Stock ”), at a conversion price per share of $0.005, subject to adjustment under certain circumstances described in the Investor #1 Notes. The Investor #1 Notes were issued with an original issue discount of 30.00%, do not bear interest, and mature twelve months from the date of issuance. evidence_url: https://www.sec.gov/Archives/edgar/data/1068689/000149315223025395/0001493152-23-025395-index.htm - Material Agreements Data443 Risk Mitigation, Inc. amended Amendment to Securities Purchase Agreements with Previous Investor valued at Granted warrants to purchase 25,000,000 shares of Common Stock as consideration (effective 2023-07-05). - Action: amendment - Agreement: notes offering - Counterparty: Previous Investor - Value: Granted warrants to purchase 25,000,000 shares of Common Stock as consideration - Effective: 2023-07-05 source text: On July 5, 2023, the Company entered into an amendment (the “ Amendment ”) with the Previous Investor, pursuant to which, among other things, the Previous Investor agreed to exclude the Cyren Assets from the security interests granted under the Original Purchase Agreements. As consideration for entering into the Amendment, the Company granted to the Previous Investor warrants to purchase 25,000,000 shares of Common Stock (the “ Previous Investor Warrants ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1068689/000149315223025395/0001493152-23-025395-index.htm - Material Agreements Data443 Risk Mitigation, Inc. entered into Purchase Agreement #2 with Investor #2 valued at $718,750.00 in principal amount of secured convertible notes and pre-funded warrants (effective 2023-06-30). - Action: entry - Agreement: notes offering - Counterparty: Investor #2 - Value: $718,750.00 in principal amount of secured convertible notes and pre-funded warrants - Effective: 2023-06-30 source text: Also on June 30, 2023, the Company entered into a second securities purchase agreement (“ Purchase Agreement #2 ” and, together with Purchase Agreement #1, the “ Purchase Agreements ”) with an accredited investor as purchaser (“ Investor #2 ” and, together with Investor #1, the “ Investors ”). Pursuant to Purchase Agreement #2, the Company sold, and Investor #2 purchased, $718,750.00 in principal amount of secured convertible notes (the “ Investor #2 Notes ” and, together with the Investor #1 Notes, the “ Notes ”) and pre-funded warrants (the “ Investor #2 Warrants ” and, together with the Investor #1 Warrants, the “ Warrants ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1068689/000149315223025395/0001493152-23-025395-index.htm - Material Agreements Data443 Risk Mitigation, Inc. entered into Purchase Agreement #1 with Investor #1 valued at $812,500.00 in principal amount of secured convertible notes and pre-funded warrants (effective 2023-06-30). - Action: entry - Agreement: notes offering - Counterparty: Investor #1 - Value: $812,500.00 in principal amount of secured convertible notes and pre-funded warrants - Effective: 2023-06-30 source text: On June 30, 2023, Data443 Risk Mitigation, Inc. (the “ Company ”) entered into a securities purchase agreement (“ Purchase Agreement #1 ”) with an accredited investor as purchaser (“ Investor #1 ”). Pursuant to Purchase Agreement #1, the Company sold, and Investor #1 purchased, $812,500.00 in principal amount of secured convertible notes (the “ Investor #1 Notes ”) and pre-funded warrants (the “ Investor #1 Warrants ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1068689/000149315223025395/0001493152-23-025395-index.htm - Material Agreements Data443 Risk Mitigation, Inc. entered into Security Agreement with the Investors valued at First priority security interest in Cyren Assets to secure obligations under the Notes (effective 2023-06-30). - Action: entry - Counterparty: the Investors - Value: First priority security interest in Cyren Assets to secure obligations under the Notes - Effective: 2023-06-30 source text: On June 30, 2023, the Company and the Investors entered into a Security Agreement, pursuant to which, in order to secure the obligations under the Notes, the Investors received a first priority security interest in assets to be acquired by the Company in connection with a previously disclosed acquisition of assets of Cyren Ltd. (the “ Cyren Assets ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1068689/000149315223025395/0001493152-23-025395-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.