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): November 29, 2018

TimefireVR Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (602) 617-8888

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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. ☐

On November 29, 2018, TimefireVR Inc. (the “Company”) held the Company’s Annual Meeting. As of October 5, 2018, the record date for a determination of shareholders entitled to notice of, and to vote at, the Annual Meeting, there were 235,460,470 shares of the Company’s common stock outstanding. Additionally, subject to a total 9.99% ownership limitation, the holders of the Company’s Series E Preferred Stock (the “Series E”) were entitled to cast the number of pro-rata votes per share as were equal to the number of shares of common stock into which their Series E were convertible on the Record Date which added an additional 7,501,600 votes bringing the total outstanding voting power to 242,962,070. A total of 210,663,864 votes were present in person or by proxy thereby constituting a quorum.

The matters voted upon at the Annual Meeting, and the number of votes cast for or against/withheld, as well as the number of abstentions and broker non-votes, as to such matters, where applicable are set forth in the tables below.

Proposal 1: Proposal to elect members to the Company’s Board of Directors (the “Board”).

The Company’s shareholders elected each of the Company’s nominees for director to serve a term of one year to expire at the next annual meeting of shareholders or until their respective successors are duly elected and qualified, as set forth below:

Proposal 2: Proposal to change the Company’s name to “TeraForge Ventures Inc.”

The Company’s shareholders ratified the change of the Company’s name as set forth below:

Proposal 4: Proposal to ratify the sale of the Company’s subsidiary, Timefire LLC.

The Company’s shareholders ratified the sale of Timefire LLC as set forth below:

Proposal 5: Proposal to approve the Company’s named executive officer compensation.

The Company’s shareholders approved the Company’s named executive officer compensation, as set forth below:

Proposal 6: Proposal to vote, on a non-binding advisory basis, whether a non-binding advisory vote on the Company’s named executive officer compensation should be held every one, two or three years.

The Company’s shareholders voted to hold a non-binding advisory vote on named executive compensation every three years as set forth below:

On the basis of the above votes at the Annual Meeting, proposals 1, 2, 4, 5, and 6 were adopted. As disclosed in the Company’s Definitive Additional Materials filed on November 29, 2018, the Company adjourned the Annual Meeting until December 6, 2018, to hold a vote on proposal 3.

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 thereunto duly authorized.