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): ~~April~~September 1627, 2018

Sector 5, Inc.
(Exact name of registrant as specified in its charter)

Nevada

333-181742

45-5042353

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2000 Duke Street, Suite 110, Alexandria, Virginia		22314
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (571) 348-1005

~~________________________________________________ (Former Name or Former Address, If Changed Since Last Report)~~_______________________________________________

(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 (see General Instruction A.2. below):

¨ 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))

CURRENT REPORT ON FORM 8-K

Sector 5, Inc. ~~(the “Company”)~~

~~April~~September 1627, 2018

Item 1.01. Entry ~~Into~~into a Material Definitive Agreement.

On ~~April~~September 1627, 2018 (the “Closing Date”), Sector 5, Inc. entered into an equity purchase agreement (the “~~Company~~Purchase Agreement”) ~~completed a financing transaction~~ with Auctus Fund, LLC (the “~~Auctus~~Buyer”), pursuant to which, upon the ~~Company~~terms ~~issued~~ and ~~sold~~subject to ~~Auctus~~the ~~(i)~~conditions athereof, ~~convertible~~the ~~promissory~~Buyer ~~note~~is incommitted ~~the~~to ~~principal~~purchase ~~amount~~shares of ~~$350,000~~our ~~and~~common stock (~~ii)~~the a“Purchase ~~warrant~~Shares”) toat ~~purchase~~an ~~350,000~~aggregate ~~shares~~price of ~~the~~up ~~Company’s~~to ~~common stock~~$10,000,000 ~~under~~ (the ~~terms~~“Total ofCommitment aAmount”) ~~securities~~over ~~purchase~~the ~~agreement~~course ~~between~~of ~~the~~its ~~parties~~24-month term.

~~The~~From ~~convertible~~time ~~promissory~~to ~~note~~time ~~matures~~over ~~nine months from~~ the ~~date~~24-month term of ~~issuance~~the ~~(January~~Purchase 16Agreement, ~~2019)~~commencing ~~and~~on ~~accrues~~the ~~interest~~date aton which a ~~rate~~registration ofstatement ~~10%~~registering ~~per~~the ~~year.~~Purchase ~~The~~Shares ~~Company~~(the ~~may~~“Registration ~~prepay~~Statement”) ~~the~~becomes ~~convertible~~effective, ~~promissory~~we ~~note~~may, in ~~whole~~our orsole ~~in part~~discretion, ~~for~~provide ~~135%~~the ofBuyer ~~the~~with ~~outstanding~~a ~~principal~~put ~~amount~~notice ~~plus~~(each ~~accrued~~a ~~interest~~“Put ~~until~~Notice”) 90to ~~days~~purchase ~~after~~a specified number of the ~~issuance~~Purchase ~~date~~Shares (each, ~~and~~a ~~for~~“Put ~~150%~~Amount ofRequest”), subject to the ~~outstanding~~limitations ~~principal~~discussed ~~amount~~below ~~plus~~and ~~accrued~~contained ~~interest~~in atthe ~~any~~Purchase ~~time~~Agreement. ~~from~~Upon 91delivery ~~days~~of ~~after~~a Put Notice, we must deliver the ~~issuance~~Put ~~date~~Amount toRequest ~~180~~as ~~days~~Deposit ~~after~~Withdrawal at Custodian (“DWAC”) shares to the ~~issuance~~Buyer ~~date~~within two trading days.

~~Auctus~~The ~~may~~actual ~~convert~~amount ~~the~~of ~~convertible~~proceeds ~~promissory~~we ~~note~~receive atpursuant ~~any~~to ~~time~~each Put Notice (each, inthe ~~whole~~“Put orAmount”) inis ~~part,~~to ~~into~~be ~~shares~~determined ofby multiplying the ~~Company’s~~Put ~~common~~Amount ~~stock,~~Request atby athe ~~conversion~~applicable purchase price. ~~equal~~The topurchase price for each of the ~~lesser~~Purchase Shares equals 87.5% of ~~(i)~~the “Market Price,” which is defined as the ~~average~~lesser of the ~~two~~(i) lowest ~~trading~~closing ~~prices~~bid price of ~~the~~our common stock for any trading day during the 25five trading days ~~prior~~immediately topreceding the date of the ~~convertible~~respective ~~promissory~~Put ~~note~~Notice, ~~and~~or (ii) ~~the~~lowest ~~“variable~~closing ~~conversion~~bid price,” ~~which~~of ~~is 60% multiplied by~~ the ~~average~~common ofstock ~~the~~for ~~two~~any ~~lowest~~ trading ~~prices~~day ~~of the common stock~~ during the 25five trading days ~~prior~~immediately tofollowing the clearing date ofassociated ~~conversion;~~with ~~provided that~~ the ~~conversion~~applicable ~~price~~Put ~~may~~Notice ~~not~~(the be“Valuation ~~less than $0~~Period”).17 ~~per~~Within ~~share~~three ~~prior~~trading ~~to 180~~ days ~~after~~following the ~~issuance~~end ~~date~~of ~~and~~the isValuation ~~subject~~Period, tothe ~~certain~~Buyer ~~customary~~will ~~adjustments~~deliver ~~and~~the ~~price-protection~~Put ~~provisions~~Amount ~~contained~~to inus ~~the~~via ~~note~~wire transfer.

The ~~convertible~~Put ~~promissory~~Amount ~~note~~Request ~~includes~~pursuant ~~customary~~to ~~events~~any ofsingle ~~default~~Put ~~provisions~~Notice ~~and~~must ahave ~~default~~an ~~interest~~aggregate ~~rate~~value of ~~24%~~at ~~per~~least ~~year.~~$25,000, ~~Upon~~and cannot exceed the ~~occurrence~~lesser of an(i) ~~event~~150% of ~~default,~~the ~~Auctus~~average ~~may~~daily ~~require~~trading value of the ~~Company~~common tostock ~~redeem~~in the ~~note~~five ~~(or~~trading ~~convert~~days itimmediately ~~into~~preceding ~~shares~~the ofPut ~~common~~Notice ~~stock~~or (ii) atsuch ~~150%~~number of ~~the~~shares ~~outstanding~~of ~~principal~~common ~~balance~~stock ~~plus~~that ~~accrued~~has ~~interest~~an aggregate value of $300,000.

~~The~~In ~~warrant~~order to deliver a Put Notice, certain conditions set forth in the Purchase Agreement must be met, as provided therein. In addition, we are prohibited from delivering a Put Notice if: (i) the sale of Purchase Shares pursuant to such Put Notice would cause us to issue and sell to the Buyer, or the Buyer to acquire or purchase, a number of shares of our common stock isthat, ~~exercisable~~when ataggregated ~~any~~with ~~time,~~all atshares anof ~~exercise~~common ~~price~~stock ~~equal~~purchased by the Buyer pursuant to ~~$0.50~~all ~~per~~prior ~~share~~Put Notices issued under the Purchase Agreement, ~~subject~~would exceed the Total Commitment Amount; or (ii) the sale of the Commitment Shares pursuant to ~~certain~~the ~~customary~~Put ~~adjustments~~Notice would cause us to issue and ~~price-protection~~sell ~~provisions~~to ~~contained~~the Buyer, or the Buyer to acquire or purchase, an aggregate number of shares of common stock that would result in the ~~warrant~~Buyer beneficially owning more than 4.99% ~~The~~of ~~warrant~~the ~~has~~outstanding ashares ~~five-year~~of ~~term~~our common stock.

~~Pursuant~~Unless earlier terminated, the Purchase Agreement will terminate automatically on the earlier to occur of: (i) 24 months after the ~~securities~~initial ~~purchase~~effectiveness ~~agreement~~of the Registration Statement, ~~Auctus~~(ii) ~~may~~the ~~not~~date ~~engage~~on inwhich ~~any~~the ~~“short~~Buyer ~~sale”~~has ~~transactions~~purchased or acquired all of the Purchase Shares, or (iii) the date on which certain bankruptcy proceedings are initiated with respect to the Company’s. In connection with the execution of the Purchase Agreement, we agreed to issue 400,000 shares of our common stock. ~~The~~(the ~~securities~~“Commitment ~~purchase~~Shares”) ~~agreement~~to ~~contains~~the ~~customary~~Buyer ~~representations~~or the Buyer’s designee as a commitment fee, ~~warranties~~subject ~~and~~to ~~covenants~~a by50% “true-up” on the ~~parties~~value of the Commitment Shares. The ~~securities~~true-up ~~purchase~~would ~~agreement~~occur ~~also~~on ~~provides~~the ~~for~~earlier ~~customary~~of ~~indemnification~~(i) ten trading days after the Registration Statement is declared effective or (ii) ten trading days after six months from the Closing Date. At that time, if the share price is less than it was at the Closing Date, then additional shares would be issued such that the Buyer has received shares with a value of ~~Auctus~~at byleast what 200,000 shares were worth at the ~~Company~~Closing Date.

~~In connection with the transaction, the Company agreed to reimburse Auctus for $25,000 in due diligence fees and $~~2~~,750 in legal fees.~~

~~The~~On ~~net~~the ~~proceeds~~Closing ~~from~~Date, and in connection with the ~~transition~~Purchase ~~will~~Agreement, bewe ~~used~~also byentered into a registration rights agreement (the ~~Company~~“Registration Rights Agreement”) with the Buyer under which we are obligated to ~~fund~~file ~~its~~the ~~working~~Registration ~~capital~~Statement to register the resale of the Commitment Shares and ~~capital~~the ~~expenditure~~Purchase ~~requirements~~Shares. Pursuant to the Registration Rights Agreement, we must (i) file the Registration Statement on or before November 30, 2018, (ii) use reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act of 1933, as amended, as promptly as possible after the filing thereof, but in any event within 90 days after the date of the Registration Rights Agreement, and (iii) use our reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until all of the Commitment Shares and the Purchase Shares have been sold thereunder or pursuant to Rule 144.

The ~~issuance~~foregoing descriptions of the ~~convertible~~Purchase ~~promissory~~Agreement ~~note~~ and ~~warrant~~Registration ~~was~~Rights ~~exempt~~Agreement ~~from~~are ~~the~~qualified ~~registration~~in ~~requirements~~their ofentirety ~~the~~by ~~Securities~~reference ~~Act pursuant~~ to ~~the~~such ~~exemption~~Purchase ~~for~~Agreement ~~transactions~~and byRegistration anRights ~~issuer~~Agreement, ~~not~~which ~~involving~~are ~~any~~filed ~~public~~hereto ~~offering under Section 4(a)(2) of the Securities Act of 1933,~~ as ~~amended~~Exhibits ~~(the “Securities Act”)~~10.1 ~~In making this determination, the Company relied on the representations of Auctus in the securities purchase agreement that it is an “accredited investor”~~ and ~~had access to information about its investment and about the Company~~10.2, Ifrespectively, ~~the note~~ and~~/or~~ ~~warrant~~are isincorporated ~~converted~~herein orby exercised into shares of common stock, the issuance of the shares of common stock would be exempt from the registration requirements of the Securities Act pursuant to the exemption for exchange transactions under Section 3(a)(9) of the Securities Actreference.

~~The~~Item foregoing description of the securities purchase agreement, convertible promissory note and warrant is qualified in its entirety by reference to the full text of the securities purchase agreement and forms of convertible promissory note and warrant, a copy of each of which is attached hereto as Exhibits 109.~~1 and 4~~01.1 ~~and~~Financial ~~4.2,~~Statements ~~respectively,~~ and ~~each of which incorporated herein in its entirety by reference.~~Exhibits

2(d) Exhibits.

This current report on Form 8-K is neither an offer to sell nor the solicitation of an offer to buy any securities. The securities described above have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act.

Exhibit No.		Description

10.1		Equity Purchase Agreement, dated as of September 27, 2018, by and between Sector 5, Inc. and Auctus Fund, LLC.

10.2		Registration Rights Agreement, dated as of September 27, 2018, by and between Sector 5, Inc. and Auctus Fund, LLC.

~~Item 2.03. Creation of Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.~~3

~~The information set forth above in Item 1.01 of this current report is incorporated herein by reference in its entirety.~~SIGNATURES

~~Item~~Pursuant ~~3.02.~~to ~~Unregistered~~the ~~Sale~~requirements of ~~Equity~~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.

The information set forth above in Item 1.01 of this current report is incorporated herein by reference in its entirety.

	SECTOR 5, INC.

Date: October 2, 2018	By:	/s/ Erick Kuvshinikov
	Name:	Erick Kuvshinikov
	Title:	Chief Executive Officer

~~Item 9.01. Financial Statements and Exhibits.~~4

(d) Exhibits.

Number		Exhibit
4.1		Form of Convertible Promissory Note issued by Sector 5, Inc. to Auctus Fund, LLC.
4.2		Form of Common Stock Purchase Warrant issued by Sector 5, Inc. to Auctus Fund, LLC.
10.1		Securities Purchase Agreement, dated as of April 16, 2018, by and between Sector 5, Inc. and Auctus Fund, LLC.

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.

	SECTOR 5, INC.
Date: April 20, 2018	By:	/s/ Erick Kuvshinikov
	Name:	Erick Kuvshinikov
	Title:	Chief Executive Officer

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