Current Report Filing (8-k)
24 Juillet 2020 - 10:14PM
Edgar (US Regulatory)
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
July
22, 2020
Date
of Report (Date of Earliest event reported)
SHARING
SERVICES GLOBAL CORPORATION
(Exact
Name of Registrant as Specified in Charter)
Nevada
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000-55997
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30-0869786
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(State
or other Jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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1700
Coit Road, Suite 100, Plano, Texas 75075
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(Address
of principal executive offices)
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Registrant’s
telephone number, including area code:
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469-304-9400
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SHARING
SERVICES GLOBAL CORPORATION
(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:
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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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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[ ]
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Pre-commencement
communications pursuant to Rule 13c-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 (/Section
230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).
Emerging
growth company [X]
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
On
July 22, 2020, Sharing Services Global Corporation (the “Company”) and Chan Heng Fai Ambrose, an independent director
of the Company, entered into a Stock Purchase and Share Subscription Agreement (the “SPA Agreement”) pursuant to which
Mr. Chan agreed to invest $3,000,000 in the Company in exchange for 30,000,000 shares of the Company’s Class A Common Stock
and a fully vested Stock Warrant to purchase up to 10,000,000 shares of the Company’s Class A common stock at an exercise
price of $0.20 per share. Simultaneously with the SPA Agreement,
Mr. Chan and Decentralized Sharing Systems, Inc. (DSS), a shareholder of the Company, entered into an Assignment and Assumption
Agreement pursuant to which Mr. Chan assigned to DSS all interests in the SPA Agreement.
DSS is an “accredited investor” as defined in the Securities Act.
Under
the terms of the SPA Agreement,
the shares of Class A Common Stock to be issued pursuant to the SPA Agreement
will be subject to a one (1) year restriction. In addition, the Stock Warrant to be issued pursuant to the SPA
Agreement expires on the third anniversary from the issuance date, unless exercised earlier.
ITEM
3.02 Unregistered Sales of Equity Securities
The
information set forth in Item 1.01 above is incorporated herein by reference. The shares
of Common Stock and the Stock Warrant to be issued pursuant to the SPA Agreement,
and the shares of stock to be issued upon exercise of the Stock Warrant are not registered securities under the Securities Act
of 1933, as amended.
Proceeds
from this transaction will be used for general corporate purposes.
ITEM
9.01 Financial Statements and Exhibits
(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on
Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
Date:
July 24, 2020
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SHARING
SERVICES GLOBAL CORPORATION
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By:
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/s/
John Thatch
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Name:
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John
Thatch
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Title:
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President,
Chief Executive Officer and Director
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Sharing Services Global (PK) (USOTC:SHRG)
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