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 and Exchange Act of 1934
Date of Report (Date of earliest event reported): September 6, 2023
Commission File Number 000-55089
AUTO PARTS 4LESS GROUP, INC.
(Exact name of small business issuer as specified in its charter)
| Nevada |
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90-1494749 |
(State or other jurisdiction
of incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
106 W. Mayflower, North Las Vegas, NV 89030
(Address of principal executive offices)
(702) 267-6100
(Issuer’s telephone number)
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 Instructions A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
| Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
| Not applicable. |
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Indicate by check mark whether the registrant is an emerging growth company as defined in 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 Agreement. |
GHS Equity Financing Agreement
On September 6, 2023, Auto Parts 4Less Group, Inc.,
a Nevada corporation (the “Company”), entered an Equity Financing Agreement (the “Equity Financing Agreement”)
and Registration Rights Agreement (the “Registration Rights Agreement”) with GHS Investments LLC (“GHS”),
pursuant to which GHS agreed to purchase up to $10,000,000 in shares of the Company’s Common Stock, from time to time over the course
of 24 months (the “Contract Period”) after effectiveness of a registration statement on Form S-1 (the “Registration
Statement”) of the underlying shares of Common Stock.
The Equity Financing Agreement
grants the Company the right, from time to time at its sole discretion (subject to certain conditions) during the Contract Period, to
direct GHS to purchase shares of Common Stock on any business day (a “Put”), provided that at least ten Trading Days
(as defined in the Equity Financing Agreement) have passed since the most recent Put. The purchase price of the shares of Common Stock
contained in a Put shall be 80% of the Market Price with “Market Price” defined as the lowest traded price of the Common Stock
during the Pricing Period (as defined in the Equity Financing Agreement) (the “Purchase Price”). No Put will be made
in an amount less than $10,000 or greater than $500,000. In no event is the Company entitled to make a Put or is GHS entitled to purchase
that number of shares of Common Stock of the Company, which when added to the sum of the number of shares of Common Stock beneficially
owned (as such term is defined under Section 13(d) and Rule 13d-3 of the Securities Exchange Act 1934, as amended (the “Exchange
Act”)), by GHS, would exceed 4.99% of the number of shares of Common Stock outstanding on such date, as determined in accordance
with Rule 13d-1(j) of the Exchange Act.
The Equity Financing Agreement will terminate upon
any of the following events: when GHS has purchased an aggregate of $10,000,000 in the Common Stock of the Company pursuant to the Equity
Financing Agreement; or on the date that is 24 months from the date of the Agreement. Actual sales of shares of Common Stock to GHS under
the Equity Financing Agreement will depend on a variety of factors to be determined by the Company from time to time, including, among
others, market conditions, the trading price of the Common Stock and determinations by the Company as to the appropriate sources of funding
for the Company and its operations. The net proceeds under the Equity Financing Agreement to the Company will depend on the frequency
and prices at which the Company sells shares of its stock to GHS.
Concurrently with the execution of the Equity Financing
Agreement, the Company is required to issue $50,000 worth of shares to GHS (the “Commitment Shares”). The Commitment Shares
are calculated at the applicable Purchase Price on the Trading Day (as defined in the Equity Financing Agreement) preceding the execution
of the Equity Financing Agreement and are required to be registered for resale in the Registration Statement filed by the Company.
The Registration Rights Agreement provides that the
Company shall (i) use its best efforts to file with the Securities and Exchange Commission the Registration Statement within 30 days of
the date of the Registration Rights Agreement; and (ii) have the Registration Statement declared effective by the Commission within 30
days after the date the Registration Statement is filed with the Commission, but in no event more than 90 days after the Registration
Statement is filed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Auto Parts 4Less Group, Inc.
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| Date: September 12, 2023 |
By: |
/s/ Christopher Davenport |
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Christopher Davenport, Chief Executive Officer |
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