UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 24, 2013

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DS HEALTHCARE GROUP, INC.

(Exact name of registrant as specified in its charter)

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1601 Green Road, Pompano Beach, Florida 33064

 (Address of principal executive offices) (Zip Code)

(888) 404-7770

Registrant’s telephone number, including area code

not applicable

(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):

Item 1.01. 

Entry Into a Material Definitive Agreement

Effective December 24, 2013, DS Healthcare Group, Inc., a Florida corporation (the “Company”), entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with an accredited investor (the “Purchaser”) for the private sale of 1,512,500 shares of common stock, par value $0.001 per share (the “Common Stock”) at a purchase price of $1.60 per share (the “Offering”).  The Company received gross proceeds of $2,420,000.

The Company engaged Ladenburg Thalmann & Co. Inc., a registered broker dealer, to serve as placement agent (the “Placement Agent”) for the Offering. The Placement Agent received (a) selling commissions aggregating 5% of the gross proceeds of the Offering, and (b) an expense reimbursement of $20,000.  The Company received net proceeds of approximately $2,234,000, after payment of commissions and the expense reimbursement to the Placement Agent and other offering and related costs in connection with the Offering. The net proceeds from the Securities Purchase Agreement shall be used for general working capital purposes. Under the Securities Purchase Agreement, the Company has agreed to indemnify the Purchaser for liabilities arising out of or relating to (i) any breach of any of the representations, warranties, covenants or agreements made by the Company in the Securities Purchase Agreement or related documents or (ii) any action instituted against the Purchaser by any of the Company’s shareholders (other than shareholders who are affiliated with such Purchaser) with respect to the Offering, subject to certain exceptions.

Under the Securities Purchase Agreement the Company has agreed to restrict the issuance of shares of Common Stock or common stock equivalents for a period of approximately nine months from the closing date, subject to certain exceptions.  In addition, subject to certain exceptions, if during a period of twelve months from the closing date of the Securities Purchase Agreement, the Company issues additional shares of Common Stock or common stock equivalents (the “Additional Shares”) at a purchase, exercise or conversion price less than $1.60 (such price subject to adjustment for splits, recapitalizations and reorganizations), then the Company shall issue additional shares of Common Stock to the Purchaser so that the effective purchase price per share paid for the Common Stock shall be the same per share purchase, exercise or conversion price of the Additional Shares; provided, however, the Additional Shares, when aggregated with all issuances under the Securities Purchase Agreement, shall not exceed 19.99% of the issued and outstanding Common Stock of the Company immediately prior to the closing date of the Securities Purchase Agreement.  

Furthermore, for a period of 12 months from the closing date of the Securities Purchase Agreement, upon any Company issuance of Common Stock or common stock equivalents or indebtedness (or a combination of units thereof) for cash consideration (a “Subsequent Financing”), the Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 50% of the Subsequent Financing on the same terms, conditions and price provided for in the Subsequent Financing. The Company has also provided the Purchaser with “piggyback” registration rights with respect to the resale of the Common Stock.

The number of shares sold pursuant to the Securities Purchase Agreement represents approximately 9.9% of the issued and outstanding shares of Common Stock immediately following the closing of  the Securities Purchase Agreement. A copy of the Securities Purchase Agreement is incorporated herein by reference and is filed as an Exhibit to this Form 8-K.

The description of the transactions contemplated by the  Securities Purchase Agreement set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of the exhibit filed herewith and incorporated by this reference.

Item 3.02.

Unregistered Sales of Equity Securities.

See Item 1.01 of this Current Report on Form 8-K, which item is incorporated by reference, in connection with the Securities Purchase Agreement and the securities issued in connection therewith. The securities issued above were offered under the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The securities shall contain a legend restricting transferability absent registration or applicable exemption. The Purchaser received current information about the Company and had the opportunity to ask questions about the Company.  The Purchaser is deemed an accredited investor.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

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.